exv10w1






Exhibit 10.1




EXECUTION VERSION




FIRST AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




     THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this
“Amendment”) is dated as of December 10, 2009 and is entered into by and among CIT GROUP INC., a
Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF COMPANY listed on the signature pages
hereto, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and the Requisite Lenders
listed on the signature pages hereto and is made with reference to that certain SECOND AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 28, 2009 (the “Credit Agreement”), by
and among Company, the subsidiaries of Company named therein, the Lenders party thereto from time
to time, the Administrative Agent and the Collateral Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit Agreement after giving
effect to this Amendment.



RECITALS




     WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to amend certain
provisions of the Credit Agreement and the other matters set forth herein, as provided for herein;
and



     WHEREAS, subject to certain conditions, the Requisite Lenders are willing to agree to such
amendments relating to the Credit Agreement and the other matters set forth herein.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENT TO CREDIT AGREEMENT




1.1 Amendments to Section 1.1




     A. Section 1.1 of the Credit Agreement is hereby amended by inserting the following
definitions in the appropriate place to preserve the alphabetical order of the definitions in
Section 1.1:




     ““CIT Australia Bonds” means (i) the Medium Term Note Programme Issue of A$150,000,000
6.0% fixed rate notes due March 3, 2011, issued by CIT Group (Australia) Limited on March 3,
2006 and guaranteed by Company, and (ii) the Medium Term Note Programme Issue of
A$150,000,000 floating rate notes due March 3, 2011, issued by CIT Group (Australia) Limited
on March 3, 2006 and guaranteed by Company.”




     ““CIT China Facility” means that certain Revolving Facility Agreement having
commitments in an aggregate principal amount of up to RMB 3,000,000,000, dated September 24,
2007, among CIT China, as borrower, Citibank (China) Co., Ltd. Shanghai Branch, as
bookrunner, Citibank (China) Co., Ltd. Shanghai Branch and Standard Chartered Bank (China)
Limited, Shanghai Branch, as mandated lead arrangers, Citibank (China) Co., Ltd.
Shanghai Branch, as facility agent, and the financial institutions party thereto as lenders,
as amended, supplemented, modified, renewed, refunded, replaced or refinanced in whole or in
part from time



 









 






to time, so long as the aggregate amount of commitments at any time
outstanding thereunder is not increased in connection therewith.”




     ““CIT Funding Security Agreements” means, collectively, (i) the Security Agreement
(2005-1) dated as of July 5, 2005 by and between CIT Funding and CIT Holdings (Barbados)
Holdings SRL, (ii) the Security Agreement (2005-2) dated as of July 5, 2005 by and between
CIT Funding and CIT Holdings (Barbados) SRL, (iii) the Security Agreement (2005-3) dated as
of July 5, 2005 by and between CIT Funding and CIT Holdings (Barbados) SRL, (iv) the
Security Agreement (2006-1) dated as of November 1, 2006 by and between CIT Funding and CIT
Holdings (Barbados) SRL and (v) the Security Agreement (2006-2) dated as of November 1, 2006
by and between CIT Funding and CIT Holdings (Barbados) SRL, in each case, granting a Lien on
assets of CIT Funding in favor of CIT Holdings (Barbados) SRL.”




     ““First Amendment” means that certain First Amendment dated as of December 10, 2009 to
this Agreement.”




     ““First Amendment Effective Date” has the meaning ascribed to the term “Amendment
Effective Date” in the First Amendment.”




     ““Second Amended Confirmation” means one or more amendments or other modifications of
the TRS Facility, which may be entered into between CFL and Goldman Sachs International,
providing for the forbearance by Goldman Sachs International of certain of its rights and
remedies, suspension of rights to withhold performance during default and certain amendments
to the default and early termination provisions therein, in each case relating to a
voluntary reorganization or similar proceeding that may be commenced by CFL in Canada
pursuant to the Companies’ Creditors Arrangement Act.”



     B. The definition of “Available Sweep Amount” in Section 1.1 of the Credit Agreement is
hereby amended by adding the following parenthetical at the end thereof: “(it being understood that
in no event shall the Available Sweep Amount be considered less than zero)”.



     C. The definition of “Collateral Agent” in Section 1.1 of the Credit Agreement is hereby
amended by adding the following phrase at the end thereof:




     “and, as applicable, shall mean the Parent Collateral Agent and/or the Subsidiary
Collateral Agent (each as defined in the Collateral Agreement)”.



     D. The definition of “Company Lien Event” in Section 1.1 of the Credit Agreement is hereby
amended by deleting the words “a final, non-appealable” in subclause (B) of clause (c) of the
definition thereof and replacing them with the word “an”.



     E. The definition of “Excess Sweep Amounts” in Section 1.1 of the Credit Agreement is
hereby amended by (i) deleting the dollar amount “$2,000,000,000” appearing in clause (b)(i)
thereof and replacing it with “$1,500,000,000” and (ii) adding the following parenthetical at the
end thereof: “(it being understood that in no event shall the Excess Sweep Amount be considered
less than zero)”.



     F. The definition of “Foreign Law Pledge Agreement” in Section 1.1 of the Credit Agreement
is hereby amended by deleting the words “CIT Group Fiannce (Ireland)” appearing in clause (ii) of
such definition and replacing them with “CIT Group Finance (Ireland)”.



2









 





     G. The definition of “Lien” in Section 1.1 of the Credit Agreement is hereby amended by
deleting the words “or any jurisdiction” appearing in such definition and replacing them with “of
any jurisdiction”.



     H. The definition of “Pari Passu Lien Debt” in Section 1.1 of the Credit Agreement is
hereby restated in its entirety to read as follows:




     ““Pari Passu Lien Debt” means, at any time of determination, Indebtedness in an amount
equal to (a) prior to any grant by Company of a Lien on any of its assets to secure any of
the Obligations, zero and (b) on or after such grant, the sum of (i) the then outstanding
Indebtedness of Company arising in respect of the payment of principal of, and interest on,
the Old Notes (as defined in the Approved Restructuring Plan) that are not exchanged or
treated pursuant to the Approved Restructuring Plan; and (ii) outstanding Indebtedness and
other obligations of Company arising in respect of its guaranty of Indebtedness and other
payment obligations of CIT Group (Australia) Limited under the CIT Australia Bonds.”



     I. The definition of “Permitted Funding Liens” in Section 1.1 of the Credit Agreement is
hereby restated in its entirety to read as follows:




     ““Permitted Funding Liens” means (a) Liens described in clauses (b) through (f), (h)
through (l), (r) and (s) of Section 6.2 and, upon effectiveness of the Amended Confirmation
regarding the TRS Facility, Liens described in clauses (m) (to the extent arising with
respect to the TRS Facility as then in effect or as in effect upon the effectiveness of any
Second Amended Confirmation) and (x) of Section 6.2, (b) Liens refinancing or replacing any
of the Liens contemplated in clause (a) of this definition, and (c) Liens that arise by
operation of law and are not voluntarily granted, to the extent entitled by law to priority
over the security interests created by the Collateral Documents.”



     J. The definition of “Permitted Debt Refinancing” in Section 1.1 of the Credit Agreement
is hereby amended by adding the following phrase after the words “in the case of aircraft,” in the
first proviso of clause (f) thereof:



          “rail cars and other rolling stock,”.




     K. The definition of “Restricted Collateral” in Section 1.1 of the Credit Agreement is
hereby amended by adding the following phrase at the end of clause (a) thereof:




     “(unless acquired after the Amendment Agreement Effective Date by Company or any
Restricted Subsidiary thereof with funds not constituting proceeds of Tranche 2 Term
Loans)”.



     L. The definition of “Secured Parties” in Section 1.1 of the Credit Agreement is hereby
restated in its entirety to read as follows:



          ““Secured Parties” has the meaning assigned to the term “Subsidiary Secured Parties” in the
Collateral Agreement.”




     M. The definition of “Sweep Cash Amount” in Section 1.1 of the Credit Agreement is hereby
amended by adding the following phrase after the words “including securitization” in clause (x)(iv)
thereof:



          “, conduit or other similar”.





3









 








     N. The definition of “TRS Facility” in Section 1.1 of the Credit Agreement is hereby
amended by adding the following phrase after the phrase “from time to time” appearing therein:



          “, by the Second Amended Confirmation or otherwise,”




     O. The definition of “TTF Requirements” in Section 1.1 of the Credit Agreement is hereby
amended by adding the following phrase to the end of subclause (y) of clause (1) thereof:




     “(other than Indebtedness of CIT China under the CIT China Facility to the extent
secured by Cash or Cash Equivalents of Company or any other Restricted Subsidiary)”



1.2 Amendment to Section 2.10




     A. Section 2.10(c) of the Credit Agreement is hereby amended by adding the following
phrase after the words “commercially reasonable efforts” in the second sentence thereof:



          “(taking into account other near-term obligations and other liquidity sources)”.




1.3 Amendment to Section 4.4




     A. Section 4.4 of the Credit Agreement is hereby amended by adding the following phrase
after the words “on behalf of Secured Parties” in clause (c) thereof:



          “(as such term is defined in the Collateral Agreement)”.




1.4 Amendment to Section 5.14




     A. Section 5.14(f) of the Credit Agreement is hereby amended by adding the following
sentence at the end thereof:




     “Notwithstanding the foregoing, in the case of Deposit Accounts maintained by Wachovia
Bank, National Association or its affiliates, in lieu of delivering Control Agreements the
Company may cause funds credited to such Deposit Accounts to be transferred on each Business
Day to a Controlled Account maintained by the Collateral Agent that is subject to a Control
Agreement.”



1.5 Amendment to Section 6.1




     A. Section 6.1(i) of the Credit Agreement is hereby amended by adding at the end thereof
“and Pari Passu Lien Debt described in subclauses (b)(i) and (b)(ii) of the definition thereof in
respect of such Indebtedness”.



     B. The last paragraph of Section 6.1 of the Credit Agreement is hereby restated in its
entirety to read as follows:




     “Notwithstanding anything to the contrary, (x) CIT Funding shall not be permitted to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness other than “Series B Notes”
contemplated to be issued pursuant to the Approved Restructuring Plan (as further described
therein) in accordance with Section 6.1(m) and unsecured notes guaranteed by Company and
outstanding on the Closing Date, (y) the Barbados Entities shall not be permitted to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to



4









 






any Indebtedness other than in reliance on
clauses (a), (i), (j), (m), and (v) of this Section 6.1 and (z) CFL shall not be permitted
to Guarantee any Indebtedness of Company or any of its Restricted Subsidiaries.
Notwithstanding anything in the foregoing, in no event shall any Credit Party, nor shall it
permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume
or guaranty, or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness of CIT Funding other than (i) the Guarantee by the Company and the other
Guarantors of the “Series B Notes” contemplated to be issued pursuant to the Approved
Restructuring Plan (as further described therein) in accordance with Section 6.1(m), (ii)
the Guarantee by Company of notes of CIT Funding outstanding on the Closing Date, (iii) the
intercompany receivables owing from CFL to CIT Funding up to the aggregate amount thereof
outstanding on the Amendment Agreement Effective Date and (iv) for the avoidance of doubt,
those certain support agreements by C.I.T. Leasing Corporation in favor of CIT Funding dated
as of July 5, 2005 and November 1, 2006 (in each case as amended or otherwise modified on or
prior to the Amendment Agreement Effective Date).”



1.6 Amendments to Section 6.2




     A. Section 6.2(r)(iii) of the Credit Agreement is hereby amended by deleting the words
“reasonable customary” and replacing them with “reasonable and customary”.



     B. Section 6.2(w) of the Credit Agreement is hereby amended by deleting the word
“Obligations” and replacing it with the word “obligations”.



     C. Section 6.2(x) of the Credit Agreement is hereby amended by deleting the words “Cash or
Cash or Equivalents” and replacing them with “Cash or Cash Equivalents”.



     D. Section 6.2(ee) of the Credit Agreement is hereby amended by inserting the following
phrase at the end thereof prior to the “;”:




     “, and Cash or Cash Equivalents of Company or any Restricted Subsidiary in an aggregate
amount not to exceed $260,000,000 (or the RMB equivalent thereof as of the First Amendment
Effective Date) to secure obligations of CIT China under the CIT China Facility”.



     E. The last paragraph of Section 6.2 of the Credit Agreement is hereby restated in its
entirety to read as follows:




     “Notwithstanding anything in the foregoing to the contrary, the Credit Parties shall
not permit CIT Funding or any of the Barbados Entities to, directly or indirectly, create,
incur, assume or permit to exist any consensual Lien on or with respect to any of their
respective property or assets of any kind, whether now owned or hereafter acquired, or any
income or profits therefrom, other than (i) Liens on assets of CIT Funding pursuant to the
CIT Funding Security Agreements (in each case as amended or otherwise modified prior to the
Amendment Agreement Effective Date) and (ii) in the case of the Barbados Entities, Permitted
Funding Liens.”



1.7 Amendment to Section 6.3




     A. Section 6.3 of the Credit Agreement is hereby amended by deleting the phrase “its
security agreement with CIT Holdings (Barbados) SRL” in clause (i) thereof and replacing it with
the following:



          “the CIT Funding Security Agreements”.




5









 









1.8 Amendments to Section 6.6




     A. Clause
(A)(x) of Section 6.6(t) of the Credit Agreement is hereby
amended by inserting, “prior to a Company Lien Event” at the end thereof.



     B. Section 6.6 of the Credit Agreement is hereby amended by deleting “and” at the end of
Section 6.6(s), deleting the period at the end of Section 6.6(t) and replacing it with “; and”, and
adding a new subsection (u) to read as follows:




     “Investments in CIT China in an aggregate amount not to exceed $15,000,000 at any time
outstanding and Investments arising from the granting of Liens on Cash and Cash Equivalents
of, and related Rate Management Transactions by, the Company or any Restricted Subsidiary to
secure obligations of CIT China under the CIT China Facility to the extent such Liens are
permitted under Section 6.2(ee).”



     C. The last paragraph of Section 6.6 of the Credit Agreement is hereby restated in its
entirety to read as follows:




     “Anything in the foregoing notwithstanding, except for Investments held by it therein
on the Amendment Agreement Effective Date, in no event shall any Credit Party, nor shall it
permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any
Investment in (x) CIT Funding, (y) CIT (Australia) or (z) CIT China, other than (i)
Investments pursuant to Section 6.6(u), (ii) guaranties by the Company of Indebtedness and
other obligations in respect of the CIT Australia Bonds and the CIT China Facility, and
(iii) following a Company Lien Event, a grant by Company of a Lien encumbering its assets
securing Pari Passu Lien Debt.”



1.9 Amendment to Section 6.7




     A. Section 6.7 of the Credit Agreement is hereby amended by restating in its entirety the
parenthetical in subclause (A) of subclause (i) of clause (a) to read as follows:



          “(excluding (i) Cash and Cash Equivalents, except to the extent held in the Funding Accounts
and (ii) Parent Collateral (as defined in the Collateral Agreement))”.




     B. Section 6.7 of the Credit Agreement is hereby amended by restating in its entirety
subclause (ii) of clause (a) to read as follows:



          “the principal amount of the Loans on such date to be less than 2.50 to 1.00”.




     1.10 Amendment to Section 6.11



     A. Section 6.11 of the Credit Agreement is hereby amended by (i) replacing the phrase “and
(q) of Section 6.6” in clause (h) of the provisio thereto, with the phrase “, (q) and (u) of
Section 6.6”, (ii)
deleting the word “and” appearing immediately before clause (p) of the proviso thereto and
(iii) inserting the following at the end of clause (p) of the proviso thereto and before the “.” at
the end of such section:



          “; (q) those certain support agreements by C.I.T. Leasing Corporation in favor of CIT Funding
dated as of July 5, 2005 and November 1, 2006 (in each case as amended or otherwise modified on or
prior to the Amendment Agreement Effective Date); and (r) the CIT Funding Security Agreements (in
each case as amended or otherwise modified on or prior to the Amendment Agreement Effective Date).”





6









 








1.11 Amendment to Section 6.17




     A. Section 6.17 of the Credit Agreement is hereby amended by replacing the phrase “Capita
International LLC shall not” appearing therein with the phrase:



          “Neither Capita International LLC nor CIT Group SF Holding Co., Inc. shall”




1.12 Amendment to Section 6.19




     A. Section 6.19 of the Credit Agreement is hereby amended by (a) replacing the “and” at
the end of clause (vi) thereof with a “,” and (b) inserting the following at the end of clause
(vii) and before the “.” at the end of such section:




     “and (viii) so long as no Default or Event of Default shall have occurred and be
continuing, Indebtedness in respect of the CIT China Facility”



1.13 Amendment to Section 6.23




     A. Section 6.23 of the Credit Agreement is hereby amended by adding the following sentence
at the end thereof:



          “In order to facilitate the effectiveness of a Second Amended Confirmation (if any) regarding
the TRS Facility, Lenders and Agents expressly permit such Second Amended Confirmation.”




1.14 Amendment to Section 10.6(d)




     A. Section 10.6(d) of the Credit Agreement is hereby amended by restating in its entirety the
third sentence as follows:



          “In connection with all assignments there shall be delivered to the Administrative Agent such
forms, certificates or other evidence, if any, with respect to United States federal income Tax
withholding matters as the assignee under such Assignment Agreement may be required to deliver
pursuant to Section 2.16(e), together with payment to the Administrative Agent of a registration
and processing fee of $3,500; provided, however, that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment.”




1.15 Amendments to Schedule 1.1B




     A. Schedule 1.1B to the Credit Agreement is hereby amended, in the section titled “Rail
Head Leases” and under the column titled “Collateral”, by adding the following sentence at the end
thereof:




     “Rail cars and other rolling stock that become Collateral will be subject to the Future
Collateral Procedures described on Schedule 1.1A.”



SECTION II. CONDITIONS TO EFFECTIVENESS




     This Amendment shall become effective only upon the satisfaction or waiver in accordance with
Section 10.5 of the Credit Agreement of the following conditions (the date of satisfaction or
waiver of such conditions being referred to herein as the “Amendment Effective Date”):



7









 





     (i) the Administrative Agent shall have received a duly executed counterpart signature page of
this Amendment by Company, each other Borrower, each of Company’s subsidiaries listed on the
signature pages hereto, the Requisite Lenders, the Administrative Agent and the Collateral Agent,



     (ii) Company shall have become a Grantor under the Collateral Agreement by duly executing and
delivering to the Collateral Agent a joinder agreement thereto, substantially in the form attached
as Exhibit 1 to this Amendment (the “Joinder Agreement”), and the Collateral Agent shall have
received a duly executed counterpart signature page of the Joinder Agreement by each Grantor (other
than the Company) party to the Joinder Agreement, the Parent Collateral Agent and the Subsidiary
Collateral Agent (each as defined in the Joinder Agreement).



     (iii) the Administrative Agent, the Collateral Agent and each Lender shall have received an
executed copy of the favorable written legal opinion, dated as of the Amendment Effective Date, of
Skadden, Arps, Slate, Meagher & Flom LLP, as counsel to the Credit Parties, regarding the
enforceability of this Amendment and the Joinder Agreement and the creation and perfection of the
security interest purported to be created by the Joinder Agreement, and otherwise in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (and each
Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and
the Collateral Agent),



     (iv) the Collateral Agent shall have received (x) copies of UCC financing statements in form
and substance acceptable to the Collateral Agent naming Company as debtor and each of the
Collateral Agent and each collateral agent for Permitted Exchange Indebtedness as the respective
secured parties, in each case to be filed by the Company promptly following the Amendment Effective
Date; (y) all of the Pledged Certificated Stock and Pledged Intercompany Debt Instruments (each
such term as defined in the Collateral Agreement) of Company (as specified on Schedules 5A and 5B
to the Joinder Agreement), duly indorsed by Company to the Collateral Agent together with undated
stock or other transfer powers duly executed in blank; and (z) executed short-form intellectual
property security agreement(s) substantially in the form attached as Annex 3 to the Collateral
Agreement in respect of all Registered Intellectual Property (as defined in the Collateral
Agreement) of Company;



     (v) the Company shall have paid to Bank of America, N.A., in its capacity as Administrative
Agent and Collateral Agent, and each Steering Lender all of the outstanding costs and expenses
(including the fees, expenses and disbursements of counsel and other advisors) referred to in
Section 10.2 of the Credit Agreement for which it has been invoiced at least two (2) Business Days
prior to the Amendment Effective Date (which may include amounts constituting reasonable estimates
of fees and expenses of counsel and other advisors, provided that no such estimate shall
thereafter preclude a final settling of account as to such fees and expenses);



     (vi) the Bankruptcy Court shall have issued an order approving this Amendment and the Joinder
Agreement and the Company’s entry into this Amendment and the Joinder Agreement; and



     (vii) the Plan shall have become, or shall substantially concurrently become, effective.



SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders, the Administrative Agent and the Collateral Agent to enter into
this Amendment, to amend the Credit Agreement and to agree to the other matters set forth herein,
in each case as provided for herein, each Credit Party which is a party hereto represents and
warrants to each Lender, the Administrative Agent and the Collateral Agent that, both before and
immediately after giving effect to this Amendment, the following statements are true and correct in
all material respects:



8









 





     A. Corporate Power and Authority. Such Credit Party has all requisite power and authority
to enter into this Amendment and, if it is a party thereto, the Joinder Agreement and to carry out
the transactions contemplated by and perform its obligations under the Credit Agreement, as amended
by this Amendment (the “Amended Credit Agreement”), the Joinder Agreement and the other Credit
Documents, in each case, to which it is a party.



     B. Authorization. The execution and delivery by such Credit Party of this Amendment and,
if it is a party thereto, the Joinder Agreement and the performance by such Credit Party of its
obligations under the Amended Credit Agreement, the Joinder Agreement and the other Credit
Documents, in each case, to which it is a party have been duly authorized by all necessary action
on the part of such Credit Party.



     C. No Conflict. The execution and delivery by such Credit Party of this Amendment and, if
it is a party thereto, the Joinder Agreement and the performance by such Credit Party of the
Amended Credit Agreement, the Joinder Agreement and the other Credit Documents, in each case, to
which it is a party, in each case, do not and will not (a) violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its Restricted Subsidiaries, any of
the Organizational Documents of Company or any of its Restricted Subsidiaries, or any order,
judgment or decree of any court or other agency of government binding on Company or any of its
Restricted Subsidiaries, (b) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of Company or any of its
Restricted Subsidiaries, (c) result in or require the creation or imposition of any Lien upon any
of the properties or assets of Company or any of its Restricted Subsidiaries (other than any Liens
permitted under the Amended Credit Agreement or created under any of the Credit Documents in favor
of Collateral Agent, on behalf of Secured Parties (as such term is defined in the Collateral
Agreement)), (d) result in any default, noncompliance, suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its
operations or any of its properties or (e) require any approval of stockholders, members or
partners or any approval or consent of any Person under any Contractual Obligation of Company or
any of its Restricted Subsidiaries, except for such approvals or consents which will be obtained on
or before the Amendment Effective Date and disclosed in writing to Lenders.



     D. Governmental Consents. The execution and delivery by such Credit Party of this
Amendment and, if it is a party thereto, the Joinder Agreement and the performance by such Credit
Party of the Amended Credit Agreement, the Joinder Agreement and the other Credit Documents, in
each case, to which it is a party, in each case, do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by, any Governmental Authority,
except for filings and recordings with respect to the Collateral to be made, or otherwise delivered
to Collateral Agent for filing and or recordation, pursuant to Sections 5.13 and 5.19 of the
Amended Credit Agreement.



     E. Binding Obligation. Each of this Amendment and, if it is a party thereto, the Joinder
Agreement has been duly executed and delivered by such Credit Party and each of this Amendment, the
Amended Credit Agreement, the Joinder Agreement and each other Credit Document, in each case, to
which it is a party is the legally valid and binding obligation of such Credit Party, enforceable
against
such Credit Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles relating to enforceability (whether
enforcement is sought in equity or at law).



SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit
Agreement, this Amendment and the Joinder Agreement and consents to the amendments of the Credit



9









 







Agreement effected pursuant to this Amendment and to the Joinder Agreement. Each Guarantor hereby
confirms that each Credit Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Credit Documents the payment and performance of all “Obligations”
under each of the Credit Documents to which is a party (in each case as such terms are defined in
the applicable Credit Document).



     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment or the Joinder Agreement.



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the
Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Credit Document shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement or the Collateral Agreement.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Credit Agreement and the Other Credit Documents.




     (i) On and after the Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by this Amendment.




     (ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed.




     (iii) The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right, power
or remedy of any Agent or Lender under, the Credit Agreement or any of the other
Credit Documents.



     B. Headings. Section and Subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this Amendment for any
other purpose or be given any substantive effect.



     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.



     D. Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument;



10









 




signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.




     E. Binding Effect. The execution and delivery of this Amendment by any Lender
shall be binding upon each of its successors and assigns (including assignees of its Loans in whole
or in part prior to the effectiveness hereof).



     F. Authorization to Enter into the Joinder Agreement. By executing and delivering
this Amendment, the Requisite Lenders hereby (i) consent to the amendment of the Collateral
Agreement pursuant to the Joinder Agreement, (ii) authorize and direct Bank of America, N.A. to
serve as Parent Collateral Agent (as defined in the Collateral Agreement) and (iii) authorize and
direct Bank of America, N.A. to execute and deliver the Joinder Agreement in its capacities as
Parent Collateral Agent and as Subsidiary Collateral Agent (each as defined in the Collateral
Agreement). By executing and delivering this Amendment, the Credit Parties and the Requisite
Lenders hereby acknowledge and agree that, for the avoidance of doubt, Bank of America, N.A. shall
be entitled to all indemnification and reimbursement rights in favor of the Collateral Agent
provided in the Credit Documents (including, without limitation, those rights provided in Sections
10.2 and 10.3 of the Credit Agreement) in connection with Bank of America, N.A. serving as Parent
Collateral Agent (as defined in the Collateral Agreement).



[Remainder of this page intentionally left blank.]




11









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	Borrowers and Guarantors:


CIT GROUP INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CIT CAPITAL USA INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CIT HEALTHCARE LLC

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CIT LENDING SERVICES CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CIT LENDING SERVICES CORPORATION (ILLINOIS)

 
	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]


 









 





	 	 	 	 	 
	 	THE CIT GROUP/COMMERCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	C.I.T. LEASING CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE CIT GROUP/EQUIPMENT FINANCING, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





Other Subsidiary Guarantors:




BAFFIN SHIPPING CO., INC.

CAPITA COLOMBIA HOLDINGS CORP.

CAPITA CORPORATION

CAPITA INTERNATIONAL L.L.C.

CAPITA PREMIUM CORPORATION

CIT CHINA 12, INC.

CIT CHINA 13, INC.

CIT CHINA 2, INC.

CIT CHINA 3, INC.

CIT COMMUNICATIONS FINANCE CORPORATION

CIT CREDIT FINANCE CORP.

CIT CREDIT GROUP USA INC.

CIT FINANCIAL LTD. OF PUERTO RICO

CIT FINANCIAL USA, INC.

CIT GROUP (NJ) LLC

CIT GROUP SF HOLDING CO., INC.

CIT LOAN CORPORATION (F/K/A THE CIT GROUP/CONSUMER 

     FINANCE, INC.)

CIT REALTY LLC

CIT TECHNOLOGIES CORPORATION

CIT TECHNOLOGY FINANCING SERVICES, INC.

EDUCATION LOAN SERVICING CORPORATION

GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION

HUDSON SHIPPING CO., INC.

NAMEKEEPERS LLC

OWNER-OPERATOR FINANCE COMPANY

STUDENT LOAN XPRESS, INC.

THE CIT GROUP/BC SECURITIES INVESTMENT, INC.

THE CIT GROUP/CAPITAL FINANCE, INC.

THE CIT GROUP/CAPITAL TRANSPORTATION, INC.

THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	THE CIT GROUP/CORPORATE AVIATION, INC.

THE CIT GROUP/EQUITY INVESTMENTS, INC.

THE CIT GROUP/FACTORING ONE, INC.

THE CIT GROUP/FM SECURITIES INVESTMENT, INC.

THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.

THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.

WESTERN STAR FINANCE, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE CIT GROUP/CONSUMER FINANCE, INC. (NY)

THE CIT GROUP/CONSUMER FINANCE, INC. (TN)

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	FRANCHISE PORTFOLIO 1

FRANCHISE PORTFOLIO 2

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CIT REAL ESTATE HOLDING CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	EQUIPMENT ACCEPTANCE CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CMS FUNDING COMPANY LLC

CIT MIDDLE MARKET FUNDING COMPANY, LLC

CIT MIDDLE MARKET HOLDINGS, LLC

 	 
	 	By:  	/s/ Usama Ashraf
 	 
	 	 	Name:  	Usama Ashraf 	 
	 	 	Title:  	Senior Vice President &

Assistant Treasurer 	 
	 
	 	Other Subsidiaries (solely in respect of Section III and Section V hereof):


CIT HOLDINGS CANADA ULC

 
	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	Other Subsidiaries (solely in respect of Section III and Section V hereof):


CIT FINANCIAL (BARBADOS) SRL

 
	 
	 	By:  	/s/ Steven Blazevic
 	 
	 	 	Name:  	Steven Blazevic 	 
	 	 	Title:  	Manager 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	Other Subsidiaries (solely in respect of Section III and 
     Section V hereof):


CIT GROUP HOLDINGS (UK) LIMITED

 	 
	 	By:  	/s/ Colin Keaney
 	 
	 	 	Name:  	Colin Keaney 	 
	 	 	Title:  	Director 	 
	 
	 	Other Subsidiaries (solely in respect of Section III and 
     Section V hereof):


CIT HOLDINGS NO. 2 (IRELAND)

 	 
	 	By:  	/s/ Colin Keaney
 	 
	 	 	Name:  	Colin Keaney 	 
	 	 	Title:  	Director 	 
	 
	 	BANK OF AMERICA, N.A.

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Charles Graber
 	 
	 	 	Name:  	Charles Graber 	 
	 	 	Title:  	Vice President 	 
	 
	 	Abrams Capital Partners I, LP

Abrams Capital Partners II, LP

Great Hollow International, LP

Whitecrest Partners, LP


By: Pamet Capital Management, LP, its Investment Manager


By: Pamet Capital Management, LLC, its General Partner, as a Lender

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	ABS Loans 2007 Limited, a subsidiary of 

Goldman Sachs Institutional Funds II PLC, as 

Lender

 	 
	 	By:  	Keith Rockwell 

	 
	 	By:  	/s/ Keith Rockwell 	 
	 	 	Name:  	Keith Rockwell 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AFC Investors Trust, as a Lender


By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 
	 	AG Diversified Credit Strategies Master, L.P.


By: AG Diversified Credit Strategies GP, LLC, 
its
General Partner


By: Angelo, Gordon & Co., L.P., its Manager

 	 
	 	By:  	/s/ Bruce Martin
 	 
	 	 	Name:  	Bruce Martin 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AG Global Debt Strategy Partners, L.P.


By: Angelo, Gordon & Co., L.P., its Fund Advisor

 	 
	 	By:  	/s/ Bruce Martin
 	 
	 	 	Name:  	Bruce Martin 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	Aladdin Credit Intermediate Fund, Ltd., as a Lender

 	 
	 	By:  	/s/ Luke Gosselin
 	 
	 	 	Name:  	Luke Gosselin 	 
	 	 	Title:  	Senior Managing Director 	 
	 	 	 
	 	By:  	/s/ Simmon Saraf
 	 
	 	 	Name:  	Simmon Saraf 	 
	 	 	Title:  	Director 	 
	 
	 	Aladdin Credit Partners I, L.P., as a Lender

 	 
	 	By:  	/s/ Luke Gosselin
 	 
	 	 	Name:  	Luke Gosselin 	 
	 	 	Title:  	Senior Managing Director 	 
	 	 	 
	 	By:  	/s/ Simmon Saraf
 	 
	 	 	Name:  	Simmon Saraf 	 
	 	 	Title:  	Director 	 
	 
	 	Capital Research and Management Company, for and on 

behalf of the following Lenders:


American High-Income Trust

The Bond Fund of America, Inc.

The Income Fund of America, Inc.

SMALLCAP World Fund, Inc.

American Funds Insurance Series, Asset Allocation Fund

American Funds Insurance Series, Bond Fund

American Funds Insurance Series, Global Bond Fund

American Funds Insurance Series, High-Income Bond Fund

Capital World Bond Fund, Inc.

 	 
	 	By:  	/s/ Michael Downer
 	 
	 	 	Name:  	Michael Downer 	 
	 	 	Title:  	Senior Vice President & Secretary 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	American Skandia PIMCO Total Return Bond Portfolio


By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Anchorage Capital Master Offshore, Ltd.


By: Anchorage Advisors, L.L.C., its Investment Manager

 	 
	 	By:  	/s/ Michael Aglialoro
 	 
	 	 	Name:  	Michael Aglialoro 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Anchorage Crossover Credit Offshore Master Fund, Ltd.


By: Anchorage Advisors, L.L.C., its Investment Manager

 	 
	 	By:  	/s/ Michael Aglialoro
 	 
	 	 	Name:  	Michael Aglialoro 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





Ariel Reinsurance Company Ltd.

Managed Account Series: High Income Portfolio

BlackRock Floating Rate Income Trust

BlackRock Strategic Bond Trust

BlackRock Defined Opportunity Credit Trust

BlackRock High Yield Trust

BlackRock Limited Duration income Trust

BlackRock High Income Fund of BlackRock Bond Fund, Inc,

BlackRock Funds — High Yield Bond Portfolio

BlackRock High Income Portfolio of BlackRock Series Fund, Inc.

BlackRock High Income V.I. Fund of BlackRock Variable Series Funds, Inc.

California State Teachers’ Retirement System

BlackRock Corporate High Yield Fund, Inc.

BlackRock Corporate High Yield Fund III, Inc.

BlackRock Debt Strategies Fund, Inc,

BlackRock Diversified income Strategies Fund, Inc.

BlackRock Fixed Income Value Opportunties Trust

BlackRock Floating Rate Income Strategies Fund, Inc.

BlackRock Floating Rate Income Strategies Fund II, Inc.

BlackRock Global Investment Series: Income Strategies Portfolio

The Broad Institute, Inc

BlackRock High Income Shares

BlackRock Corporate High Yield Fund VI, Inc.

BlackRock Corporate High Yield Fund V, Inc.

LGT Multi Manager Bond High Yield (USD)

Lockheed-Martin Corporation Master Retirement Trust

Master Senior Floating Rate LLC

MET Investors Series Trust — BlackRock High Yield Portfolio

Missouri State Employees’ Retirement System

BlackRock Fixed income Portable Alpha Master Series Trust

The Obsidian Master Fund

BlackRock Senior Floating Rate Portfolio


As Lender





[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	 	 
	 	By:  	/s/ AnnMarie Smith
 	 
	 	 	Name:  	AnnMarie Smith 	 
	 	 	Title:  	Authorized Signature 	 
	 
	 	The Assets Management Committee of the Coca-Cola Company Master Retirement Trust, By: Pyramis Global Advisors Trust Company, as Investment Manager under Power of Attorney, as Lender

 	 
	 	By:  	/s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 











 





	 	 	 	 	 
	 	Beach Point Distressed Master Fund, LP

as a Lender


Associated British Foods Pension Scheme

as a Lender


LMA SPC for and on behalf of the account of Map A Segregated Portfolio

as a Lender


INSTITUTIONAL BENCHMARKS SERIES 
(MASTER FEEDER) LIMITED, acting solely in

respect of the Beach Point Distressed Securities Series

as a Lender


New Mexico Educational Retirement Board

as a Lender


Post Aggressive Credit Master Fund, LP

as a Lender


Post Strategic Master Fund, LP

as a Lender


Post Total Return Master Fund, LP

as a Lender


Royal Mail Pension Plan

as a Lender


Virginia Retirement System

as a Lender

 By:  Beach Point Capital Management, LP

As Investment Manager

 	 
	 	By:  	/s/ Carl Goldsmith
 	 
	 	 	Name:  	Carl Goldsmith 	 
	 	 	Title:  	Managing Partner 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 
	 	Bank of America, N.A. as a Lender

 	 
	 	By:  	/s/ Jonathan M. Barnes
 	 
	 	 	Name:  	Jonathan M. Barnes 	 
	 	 	Title:  	Vice President 	 
	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Roderick Bryce
 	 
	 	 	Name:  	Roderick Bryce 	 
	 	 	Title:  	Vice President 	 
	 
	 	BAUPOST GROUP SECURITIES, L.L.C. as a Lender


By:  The Baupost Group L.L.C., its manager

 	 
	 	By:  	/s/ Herbert S. Wagner III
 	 
	 	 	Name:  	Herbert S. Wagner III 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Beach Point Loan Master Fund, LP,

as a Lender


By:  Beach Point Advisors, LLC

As General Partner


By:  Beach Point Capital Management, LP

As Investment Manager

 	 
	 	By:  	/s/ Carl Goldsmith
 	 
	 	 	Name:  	Carl Goldsmith 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	Bell Atlantic Master Trust


By:  Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	BFC Investors Trust, as a Lender


By:  Wilmington Trust Company, not in its individual capacity, but solely as
owner trustee under the Trust Agreement dated December 4, 2008

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 
	 	BLT 27 LLC, as a Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BLT 31 LLC, as a Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BLT 32 LLC, as a Lender

 	 
	 	By:  	/s/ Ronald Gotz
 	 
	 	 	Name:  	Ronald Gotz 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BLT 39 LLC, as a Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BLT 8 LLC, as a Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Authorized Signatory 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]





 









 





	 	 	 	 	 
	 	Blue Cross of California, as a Lender


By:  Whippoorwill Associates, Inc.,

its agent and authorized signatory

 	 
	 	By:  	/s/ Steven K. Gendal
 	 
	 	 	Name:  	Steven K. Gendal 	 
	 	 	Title:  	Principal 	 
	 
	 	Canpartners Investments IV, LLC, as a Lender


By:  Canpartners Investments IV, LLC, a California limited liability company


By:  Canyon Capital Advisors LLC, its Manager

 	 
	 	By:  	/s/ Jonathan Kaplan
 	 
	 	 	Name:  	Jonathan Kaplan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Canyon Special Opportunities Master Fund (Cayman), Ltd. An Exempted Company
incorporated in the Cayman islands with limited liability, as a Lender


By:  Canyon Capital Advisors LLC, its Investment Advisor, a Delaware limited
liability company, its Investment Advisor

 	 
	 	By:  	/s/ Jonathan Kaplan
 	 
	 	 	Name:  	Jonathan Kaplan 	 
	 	 	Title:  	Authorized Signatory 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	Capital Guardian Trust Company, for an on behalf of the following Lenders:


Capital Guardian Global High-Income Opportunities Fund

State of Alaska Permanent Fund

 	 
	 	By:  	/s/ Mark Brubaker
 	 
	 	 	Name:  	Mark Brubaker 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Caspian Alpha Long Credit Fund, L.P.


By:  Mariner Investment Group LLC, as Investment Adviser, as a Lender

 	 
	 	By:  	/s/ Charles R. Howe II
 	 
	 	 	Name:  	Charles R. Howe II 	 
	 	 	Title:  	President 	 
	 
	 	Caspian Capital Partners, L.P.


By:  Mariner Investment Group, as Investment Adviser, as a Lender

 	 
	 	By:  	/s/ Charles R. Howe II
 	 
	 	 	Name:  	Charles R. Howe II 	 
	 	 	Title:  	President 	 
	 
	 	Caspian Corporate Loan Fund, LLC


By:  Mariner Investment Group LLC, as Investment Adviser, as a Lender

 	 
	 	By:  	/s/ Charles R. Howe II
 	 
	 	 	Name:  	Charles R. Howe II 	 
	 	 	Title:  	President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	Caspian Select Credit Master Fund, Ltd.


By:  Mariner Investment Group LLC, as Investment Adviser, as a Lender

 	 
	 	By:  	/s/ Charles R. Howe II
 	 
	 	 	Name:  	Charles R. Howe II 	 
	 	 	Title:  	President 	 
	 
	 	CC Arbritage, LTD, as a Lender

 	 
	 	By:  	/s/ Arvind Admal
 	 
	 	 	Name:  	Arvind Admal 	 
	 	 	Title:  	As Attorney-In-Fact 	 
	 
	 	CCP Credit Acquisition Holdings LLC, as a Lender

 	 
	 	By:  	/s/ Jeffrey Gelfand
 	 
	 	 	Name:  	Jeffrey Gelfand 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Centerbridge Special Credit Partners LP, as a Lender

 	 
	 	By:  	/s/ Jeffrey Gelfand
 	 
	 	 	Name:  	Jeffrey Gelfand 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CFC Investors Trust, as a Lender


By:  Wilmington Trust Company, not in its individual capacity, but solely as
owner trustee under the Trust Agreement dated December 11, 2008
 	 
	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	CHGO Loan Funding Ltd., as a Lender

By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager

 	 
	 	By:  	/s/ Steven J. Novatney 
 	 
	 	 	Name:  	Steven J. Novatney 	 
	 	 	Title:  	General Counsel & CCO  	 
	 
	 	Citigroup Financial Products, Inc., as a Lender

 	 
	 	By:  	/s/ Brian Blessing
 	 
	 	 	Name:  	Brian Blessing 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Consumer Program Administrators, Inc., as a Lender


By:  Onex Credit Partners, LLC, its Investment Manager

 	 
	 	By:  	/s/ Michael Gelblat
 	 
	 	 	Name:  	Michael Gelblat 	 
	 	 	Title:  	Managing Member 	 
	 
	 	Continential Casualty Company, as a Lender

 	 
	 	By:  	/s/ Marilou R. McGirr
 	 
	 	 	Name:  	Marilou R. McGirr 	 
	 	 	Title:  	Vice President and Assistant
Treasurer 	 
	 
	 	Corbin SPV III, as a Lender


By:  Corbin Capital Partners, L.P.

 	 
	 	By:  	/s/ Daniel Friedman
 	 
	 	 	Name:  	Daniel Friedman 	 
	 	 	Title:  	General Counsel 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	CREDIT SUISSE INTERNATIONAL, as a Lender

 	 
	 	By:  	/s/ Melanie Harries
 	 
	 	 	Name:  	Melanie Harries 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Ian Croft
 	 
	 	 	Name:  	Ian Croft 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	CREDIT SUISSE LOAN FUNDING LLC, as a Lender

 	 
	 	By:  	/s/ Michael Wotanowski
 	 
	 	 	Name:  	Michael Wotanowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Gil Golan
 	 
	 	 	Name:  	Gil Golan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	D.E. SHAW LAMINAR PORTFOLIOS, L.L.C., as a Lender

 	 
	 	By:  	/s/ Brandon Baer
 	 
	 	 	Name:  	Brandon Baer 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Dah Sing Assurance Company Limited


By:  Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]





 









 





	 	 	 	 	 
	 	Deutsche Bank Trust Company Americas, as a Lender


By:  DB Services New Jersey, Inc.

 	 
	 	By:  	/s/ Deirdre D. Cesario
 	 
	 	 	Name:  	Deirdre D. Cesario 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Edward Schaffer
 	 
	 	 	Name:  	Edward Schaffer 	 
	 	 	Title:  	Vice President 	 
	 
	 	DK Acquisition Partners, L.P.


By:  M.H. Davidson & Co., its General Partner, as a Lender

 	 
	 	By:  	/s/ Avram Friedman
 	 
	 	 	Name:  	Avram Friedman 	 
	 	 	Title:  	General Partner 	 
	 
	 	Drawbridge Special Opportunities LP


By:  Drawbridge Special Opportunities GP LLC, its general partner


as Lender

 	 
	 	By:  	/s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Drawbridge Special Opportunities Fund LTD


as Lender

 	 
	 	By:  	/s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Authorized Signatory 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	EFC Investors Trust, as a Lender


By:  Wilmington Trust Company, not in its individual capacity, but solely as
owner trustee under the Trust Agreement dated December 4, 2008

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 
	 	Eton Park Fund, L.P., as a Lender


By:  Eton Park Capital Management, L.P., its investment manager

 	 
	 	By:  	/s/ Terence Aquino
 	 
	 	 	Name:  	Terence Aquino 	 
	 	 	Title:  	Chief Financial Officer


Eton Park Capital Management, LP 	 
	 
	 	FFC Investors Trust, as a Lender


By:  Wilmington Trust Company, not in its individual capacity, but solely as
owner trustee under the Trust Agreement dated January 9, 2009

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 
	 	Fidelity Advisor Serise II: Fidelity Advisor Strategic Income Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	Fidelity American High Yield Fund, For: Fidelity Investments Canada, Limited,
as Trustee of Fidelity American High Yield Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Canadian Asset Allocation Fund, For: Fidelity Investments Canada,
Limited, as Trustee of Fidelity Canadian Asset Allocation Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Canadian Balanced Fund, For: Fidelity Investments Canada, Limited, as
Trustee of Fidelity Canadian Balanced Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Central Investment Portfolios LLC: Fidelity High Income Central Fund
2, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Puritan Trust: Fidelity Puritan Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 











 





	 	 	 	 	 
	 	Fidelity School Street Trust: Fidelity Strategic Income

Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Summer Street Trust: Fidelity Capital & Income

Fund, as Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	Fidelity Summer Street Trust: Fidelity High Income Fund, as
Lender

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FINANCIAL CREDIT INVESTORS, LLC, as a Lender

 	 
	 	By:  	/s/ Joel Frank
 	 
	 	 	Name:  	Joel Frank 	 
	 	 	Title:  	CFO 	 
	 
	 	Ford Motor Company Master Trust Fund

By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FPA CRESCENT FUND, as a Lender

 	 
	 	By:  	/s/ J. Richard Atwood
 	 
	 	 	Name:  	J. Richard Atwood 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	/s/ E. Lake Setzler III
 	 
	 	 	Name:  	E. Lake Setzler III 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FPA HAWKEYE 7 FUND, as a Lender

 	 
	 	By:  	/s/ J. Richard Atwood
 	 
	 	 	Name:  	J. Richard Atwood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	 	 
	 	By:  	/s/ E. Lake Setzler III
 	 
	 	 	Name:  	E. Lake Setzler III 	 
	 	 	Title:  	VP & Controller 	 
	 
	 	FPA HAWKEYE FUND, as a Lender

 	 
	 	By:  	/s/ J. Richard Atwood
 	 
	 	 	Name:  	J. Richard Atwood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	 	 
	 	By:  	/s/ E. Lake Setzler III
 	 
	 	 	Name:  	E. Lake Setzler III 	 
	 	 	Title:  	VP & Controller 	 
	 
	 	FPFO Corporates Ltd



By: Fortress Partners Offshore Master GP, LLC

 as Lender

 	 
	 	By:  	/s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Director 	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Mutual Shares Fund,

Mutual Quest Fund,

Mutual Beacon Fund,

Mutual Global Discovery Fund,

Mutual Financial Services Fund,

Mutual Shares Securities Fund,

Mutual Global Discovery Securities Fund,

Mutual Beacon Fund (Canada),

Mutual Discovery Fund (Canada),

Franklin Mutual Recovery Fund,

ING Franklin Mutual Shares Portfolio,

EQ/AXA Mutual Shares Core Portfolio,

JNL Franklin Templeton Mutual Shares Fund,

John Hancock Trust — Mutual Shares Trust, and

MET/Franklin Mutual Shares Portfolio


each as a Lender

By: Franklin Mutual Advisers, LLC, each Lender’s investment advisor

 	 
	 	By:  	/s/ Bradley Takahashi
 	 
	 	 	Name:  	Bradley Takahashi 	 
	 	 	Title:  	Vice President 	 
	 
	 	Future Fund Board of Guardians

By: Sankaty Advisors, LLC As Its Investment Advisor, as a Lender

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer


Assistant Secretary 	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FUTURE FUND BOARD OF GUARDIANS,

as Lender

By: Oak Hill Advisors, L.P. As its Investment Advisor

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	LERNER ENTERPRISES, LLC,

as Lender

By: Oak Hill Advisors, L.P. as advisor and
attorney-in-fact to Lerner Enterprises, LLC

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHA FINLANDIA CREDIT FUND,

as Lender

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHA STRATEGIC CREDIT FUND, L.P.,

as Lender

By: OHA Strategic Credit GenPar, LLC, its General Partner

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OHA STRATEGIC CREDIT FUND 

(PARALLEL I), L.P.,

as Lender

By: OHA Strategic Credit GenPar, LLC, its General Partner

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	SWIFTCURRENT PARTNERS, L.P.,

as Lender

By: Oak Hill Advisors, L.P. as Investment Manager

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	SWIFTCURRENT OFFSHORE, LTD.,

as Lender

By: Oak Hill Advisors, L.P. as Investment Manager

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	SWIFTCURRENT OFFSHORE, LTD.,

as Lender

By: Oak Hill Advisors, L.P. as Investment Manager

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OREGON PUBLIC EMPLOYEES RETIREMENT FUND, as Lender

By: Oak Hill Advisors, L.P. as Investment Manager

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	GMAM GROUP PENSION TRUST I,

as Lender

By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee

 	 
	 	By:  	/s/ Timothy Norton
 	 
	 	 	Name:  	Timothy Norton 	 
	 	 	Title:  	Officer 	 
	 
	 	GoldenTree Credit Opportunities Financing I, Limited,

as Lender

By: GoldenTree Asset Management, LP

 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Director — Bank Debt 	 
	 
	 	GoldenTree Leverage Loan Financing I, Limited,

as Lender

By: GoldenTree Leverage Loan Manager, LLC

 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Director — Bank Debt 	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Goldman Sachs Corporate Credit Investment Fund

By: Goldman Sachs Asset Management, L.P., its
investment manager, as Lender

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Goldman Sachs Corporate Credit Investment Fund, LLC

By: Goldman Sachs Asset Management, L.P., its

investment manager, as Lender

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Goldman Sachs Global High Yield Bond Sub-Trust by
Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal, as Lender

By: Sandra L. Stulberger

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Goldman Sachs Global Opportunities Fund Offshore, LTD.

By: Goldman Sachs Asset Management, L.P., not in its individual capacity, but solely as investment adviser, as
Lender

By: Sandra L. Stulberger

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GOLDMAN SACHS LENDING PARTNERS LLC, as Lender

 	 
	 	By:  	/s/  Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Goldman Sachs Global Opportunities Fund, LLC

By: Goldman Sachs Asset Management, L.P., not in its
individual capacity, but solely as investment adviser, as Lender

By: Sandra L. Stulberger

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Goldman Sachs Liquidity Partners 2007, L.P.

By: Goldman Sachs Asset Management, L.P., not in its
individual capacity, but solely as investment adviser, as Lender

By: Sandra L. Stulberger

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Goldman Sachs Liquidity Partners 2007 Offshore, L.P.

By: Goldman Sachs Asset Management, L.P., not in its individual
capacity, but solely as investment adviser, as Lender

By: Sandra L. Stulberger

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Goldman Sachs Palmetto State Credit Fund, L.P.

By: Goldman Sachs Asset Management, LP., its investment manager, as Lender

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Hayman Capital Master Fund, LP, as a Lender

 	 
	 	By:  	/s/  Debby LaMoy
 	 
	 	 	Name:  	Debby LaMoy 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	Hewlett-Packard Company Master Trust

By: Pacific Investment Management Company LLC, as its Investment
Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	IBM Personal Pension Plan Trust

By: Pacific Investment Management Company LLC, as its Investment
Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	IBM Tax Deferred Savings Plan

By: Pacific Investment Management Company LLC, as its Investment
Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	IDEO,

as Lender

 	 
	 	By:  	/s/ Irfan Ahmed
 	 
	 	 	Name:  	Irfan Ahmed 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	IG Investment Management Ltd., as trustee for IG FI Canadian
Allocation Fund, By: Pyramis Global Advisors LLC as Authorized Signatory, as Lender

 	 
	 	By:  	/s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 
	 
	 	Illinois Municipal Retirement Fund, By: Pyramis Global Advisors
Trust Company, as Investment Manager under Power of Attorney, as
Lender

 	 
	 	By:  	/s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 
	 
	 	Illinois State Universities Retirement System

By: Pacific Investment management Company LLC, as its Investment
Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 











 





	 	 	 	 	 
	 	Indiana State Teacher’s Retirement Fund


By: Pacific Investment management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	ING PIMCO Core Bond Portfolio


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	ING PIMCO High Yield Portfolio


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	James River Insurance Company


By: Angelo, Gordon & Co., L.P. As Investment Manager

 	 
	 	By:  	/s/ Bruce Martin
 	 
	 	 	Name:  	Bruce Martin 	 
	 	 	Title:  	Managing Director 	 
	 
	 	John Hancock Funds II Total Return


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]














 





	 	 	 	 	 
	 	JRG Reinsurance Company, Ltd.


By: Angelo, Gordon & Co., L.P. As Investment Manager

 	 
	 	By:  	/s/ Bruce Martin
 	 
	 	 	Name:  	Bruce Martin 	 
	 	 	Title:  	Managing Director 	 
	 
	 	KING STREET CAPITAL, L.P.,

as Lender



By: King Street Capital Management, L.P.

Its Investment Manager



By: King Street Capital Management, G.P., L.L.C.

Its General Partner

 	 
	 	By:  	/s/ Jay Ryan
 	 
	 	 	Name:  	Jay Ryan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KS CAPITAL PARTNERS LP as a Lender

 	 
	 	By:  	/s/ Jack Swain
 	 
	 	 	Name:  	Jack Swain 	 
	 	 	Title:  	Chief Investment Officer 	 
	 
	 	KS INTERNATIONAL, INC., as a Lender

 	 
	 	By:  	/s/ Jack Swain
 	 
	 	 	Name:  	Jack Swain 	 
	 	 	Title:  	Chief Investment Officer 	 
	 
	 	Liberty Harbor Master Fund I, L.P., as Lender

 	 
	 	By:  	/s/ Sandra L. Stulberger
 	 
	 	 	Name:  	Sandra L. Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]














 





	 	 	 	 	 
	 	LINCOLN S.A.R.L. SOCIETE A 

RESPONSABILITE LIMITEE



By: Highbridge Leveraged Loan Partners Master 

Fund, L.P. as Portfolio Manager



By: Highbridge Capital Management, LLC as 

Trading Manager

 	 
	 	By:  	/s/ Marc Creatore
 	 
	 	 	Name:  	Marc Creatore 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Longacre Acquisition, LLC, as a Lender


By: Longacre Fund Management, LLC, its Manager

 	 
	 	By:  	/s/ Steven Weissman
 	 
	 	 	Name:  	Steven Weissman 	 
	 	 	Title:  	Manager 	 
	 
	 	LOOMIS SAYLES US HIGH YIELD BOND

TRUST, as a Lender



By: Loomis, Sayles & Company, L.P., Its 

Investment Adviser



By: Loomis, Sayles & Company, Incorporated, 

Its General Partner

 	 
	 	By:  	/s/ Mary McCarthy
 	 
	 	 	Name:  	Mary McCarthy 	 
	 	 	Title:  	Vice President 	 
	 
	 	Luminous Capital Senior Credit Fund-A, L.P.,

as Lender

 	 
	 	By:  	/s/ Matt Sonnen
 	 
	 	 	Name:  	Matt Sonnen 	 
	 	 	Title:  	Initial Officer of Luminous 

Capital GP its General Partner 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]














 





	 	 	 	 	 
	 	Luminous Capital Senior Credit Fund, L.P.,

as Lender

 	 
	 	By:  	/s/ Matt Sonnen
 	 
	 	 	Name:  	Matt Sonnen 	 
	 	 	Title:  	Initial Officer of Luminous 

Capital
GP its General Partner 	 
	 
	 	Luxor Capital, LLC, as a Lender

 	 
	 	By:  	/s/  Norris Nissim
 	 
	 	 	Name:  	Norris Nissim 	 
	 	 	Title:  	General Counsel 	 
	 
	 	Managers Fremont Bond Fund


By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Mariner LDC


By: Mariner Investment Group

       as Investment Advisor, as a Lender

 	 
	 	By:  	/s/ Charles R. Howe II
 	 
	 	 	Name:                 Charles R. Howe II	 
	 	 	Title:  	

President 	 
	 
	 	Maryland State Retirement and Pension System


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Master I Investors Trust, as a Lender

 	 
	 	 	 
	 	 	 
	 	 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]














 





	 	 	 	 	 
	 	By: Wilmington Trust Company, not in its 

individual capacity, but solely as owner trustee 

under the Trust Agreement dated January 5, 2009

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 
	 	Meritage Fund Ltd., as a Lender

 	 
	 	By:  	/s/ Mark Mindich
 	 
	 	 	Name:  	Mark Mindich 	 
	 	 	Title:  	Vice President 	 
	 
	 	MERRILL LYNCH CAPITAL SERVICES, INC. 

as Lender

 	 
	 	By:  	/s/ Neyda Darias
 	 
	 	 	Name:  	Neyda Darias 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Met Investors Series Trust PIMCO Total 

Return Portfolio


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	MFC Investors Trust, as a Lender



By: Wilmington Trust Company, not in its

individual capacity, but solely as owner trustee 

under the Trust Agreement dated May 8, 2009

 	 
	 	By:  	/s/ Joseph B. Feil
 	 
	 	 	Name:  	Joseph B. Feil 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]
















 





	 	 	 	 	 
	 	Microsoft Global Finance, Ltd.


By: Pacific Investment Management Corporation 

LLC, as its Investment Advisor, acting through 

Northern Trust Company in the Nominee Name of How & Co.

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



	 	 	 	 	 
	 	Monarch Master Funding Ltd, as Lender



By: Monarch Alternative Capital LP

Its: Advisor

 	 
	 	By:  	/s/ Christopher Santana
 	 
	 	 	Name:  	Christopher Santana 	 
	 	 	Title:  	Managing Principal 	 
	 
	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender

 	 
	 	By:  	/s/ Eric Cole
 	 
	 	 	Name:  	Eric Cole 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MSD Value Investments, L.P.


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]













 





	 	 	 	 	 
	 	National Railroad Retirement Investment Trust


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Newstart Factors Inc. as a Lender

 	 
	 	By:  	/s/ James D. Bennett
 	 
	 	 	Name:  	James D. Bennett 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	OHA STRATEGIC CREDIT MASTER 

FUND (PARALLEL II), L.P., as Lender


By: OHA Strategic Credit GenPar, LLC, its General Partner

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 



	 	 	 	 	 
	 	OHA STRATEGIC CREDIT FUND II, L.P., 

as Lender



By: OHA Strategic Credit GenPar, LLC, its 

General Partner

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 





[Signature page to First Amendment to Second Amended and Restated Credit Agreement]













 





	 	 	 	 	 
	 	OHA STRATEGIC CREDIT MASTER

FUND II (OFFSHORE), L.P., as Lender



By: OHA Strategic Credit GenPar, LLC, its 

General Partner

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OAK HILL CREDIT OPPORTUNITIES 

FINANCING, LTD., as Lender

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHSF II FINANCING, LTD.

as Lender

 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OAKTREE HIGH YIELD PLUS CITF LTD.



By: Oaktree Fund GP, LLC

Its: Sole Director



By: Oaktree Fund GP I, L.P.

Its: Managing Member

 	 
	 	By:  	/s/  George Leiva
 	 
	 	 	Name:  	George Leiva 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	By:  	/s/  Scott Borenstein
 	 
	 	 	Name:  	Scott Borenstein 	 
	 	 	Title:  	Authorized Signatory 	 
	 




[Signature page to First Amendment to Second Amended and Restated Credit Agreement]















 





	 	 	 	 	 
	 	Oaktree Opps CITF Ltd.


By: Oaktree Capital Management, L.P.

Its: Sole Director

 	 
	 	By:  	/s/ Rajath Shourie
 	 
	 	 	Name:  	Rajath Shourie 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Armen Panossian
 	 
	 	 	Name:  	Armen Panossian 	 
	 	 	Title:  	Vice President 	 
	 
	 	Oaktree Senior Loan Fund CITF Holdings, Ltd.


By: Oaktree Capital Management, L.P.

Its: Sole Director

 	 
	 	By:  	/s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/  Regan Scott
 	 
	 	 	Name:  	Regan Scott 	 
	 	 	Title:  	Managing Director 	 
	 
	 	OCM High Yield Fund II, L.P.


By: Oaktree Capital Management, L.P.

Its: Sole Director

 	 
	 	By:  	/s/  Regan Scott
 	 
	 	 	Name:  	Regan Scott 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OCM High Yield Limited Partnership


By: Oaktree Capital Management, L.P.

Its: General Director

 	 
	 	By:  	/s/  Regan Scott
 	 
	 	 	Name:  	Regan Scott 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 
	 
	 	OCM High Yield Trust


By: Oaktree Capital Management, L.P.

Its: Investment Manager

 	 
	 	By:  	/s/  Regan Scott
 	 
	 	 	Name:  	Regan Scott 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Desmund Shirazi
 	 
	 	 	Name:  	Desmund Shirazi 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Onex Debt Opportunity Fund, Ltd., as a Lender


By: Onex Credit Partners, LLC – its investment manager

 	 
	 	By:  	/s/  Michael Gelblat
 	 
	 	 	Name:  	Michael Gelblat 	 
	 	 	Title:  	Managing Member 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Onex Senior Credit II, LP, as a Lender


By: Onex Credit Partners, LLC – its investment manager

 	 
	 	By:  	/s/  Michael Gelblat
 	 
	 	 	Name:  	Michael Gelblat 	 
	 	 	Title:  	Managing Member 	 
	 
	 	Oregon Public Employee Retirement Fund


By: Pacific Investment Management Company

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	OWL CREEK INVESTMENTS I, LLC, as a Lender

 	 
	 	By:  	/s/  Daniel Sapadin
 	 
	 	 	Name:  	Daniel Sapadin 	 
	 	 	Title:  	CFO 	 
	 
	 	OZ SPECIAL MASTER FUND, LTD., as a Lender


By: Oz Management LP, its Investment Manager

By: OCH-Ziff Holding Corporation, its General Partner

 	 
	 	By:  	/s/ Joel Frank
 	 
	 	 	Name:  	Joel Frank 	 
	 	 	Title:  	CFO 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Pacific Select Managed Bond Fund


By: Pacific Investment Management Company 

LLC, as its Investment Advisor, acting through 

Investors Fiduciary Trust Company in the

Nominee Name of IFTCO

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Paulson Credit Opportunity Master Ltd., as a Lender

 	 
	 	By:  	/s/  Michael Waldorf
 	 
	 	 	Name:  	Michael Waldorf 	 
	 	 	Title:  	Managing Director 	 
	 
	 	PCI FUND L.L.C.


By: Anchorage Advisors, L.L.C., its Investment Manager

 	 
	 	By:  	/s/  Michael Aglialoro
 	 
	 	 	Name:  	Michael Aglialoro 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Pension Benefit Guaranty Corporation


By: Pacific Investment Management Company

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	PIMCO Absolute Return Strategy II Cayman Unit Trust


By: Pacific Investment Management Company

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Absolute Return Strategy II Master Fund


By: Pacific Investment Management Company

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Absolute Return Strategy V Alpha Fund


By: Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Absolute Return Strategy V (PARS  V)


By: Pacific Investment Management Company LLC, as

its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PIMCO Convertible Fund


By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Corporate Income Fund


By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Corporate Opportunity Fund


By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Distressed Mortgage Fund II


By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Distressed Mortgage Fund


By: Pacific Investment Management Company LLC, as its

Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 











 





	 	 	 	 	 
	 	PIMCO Distressed Senior Credit Opportunities Fund Offshore Feeder I, L.P.

By: Pacific Investment Management Company LLC, as its Investment Advisor


	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 



	 	 	 	 	 
	 	PIMCO Diversified Income Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Global Credit Opportunity Asset Backed Strategy Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Global Credit Opportunity Onshore Fund LLC

By: Pacific Investment Management Company LLC, as its
 Investment Advisor


 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PIMCO Global High Yield Strategy Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO High Yield Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO 

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Income Opportunity Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Investment Grade Corporate Bond Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PIMCO Loan Opportunities Fund I L.P.

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Low Duration Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Strategic Global Government Fund, Inc.

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Total Return Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PIMCO Total Return Fund III

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	PIMCO Unconstrained Bond Fund

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Prospect Harbor Credit Partners, L.P., as a Lender

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer 

Assistant Secretary 	 
	 
	 	PVIT High Yield Bond Portfolio

By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Pyramis High Yield Fund, LLC, 

By: Pyramis Gobal Advisors Trust Company, as Investment Manager, as Lender

 	 
	 	By:  	/s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Red River HYPi, L.P.

By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	REDWOOD MASTER FUND, LTD. 
as Lender

 	 
	 	By:  	/s/  Jon Kolatch
 	 
	 	 	Name:  	Jon Kolatch 	 
	 	 	Title:  	Director 	 
	 
	 	Redwood Opportunity Master Fund, Ltd.
as Lender

 	 
	 	By:  	/s/ Jon Kolatch
 	 
	 	 	Name:  	Jon Kolatch 	 
	 	 	Title:  	Director 	 
	 
	 	The Regents of the University of California by Goldman Sachs Asset Management, L.P., solely as its investment advisor and not as principal, as Lender 

 	 
	 	By:  	Sandra Stulberger
 	 
	 	 	 
	 	By:  	/s/ Sandra Stulberger
 	 
	 	 	Name:  	Sandra Stulberger 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	Riva Capital Partners II, LP

By: Abrams Capital Management, LP, its Investment Manager, as a Lender

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 
	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Suzanne Kalcher
 	 
	 	 	Name:  	Suzanne Kalcher 	 
	 	 	Title:  	Attorney-In-Fact

Royal Bank of Canada 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:   RBS Securities Inc., its agent

 	 
	 	By:  	/s/ Matthew S. Rosencrans
 	 
	 	 	Name:  	Matthew S. Rosencrans 	 
	 	 	Title:  	Vice President 	 
	 
	 	Sankaty Managed Account (PSERS), L.P., as a Lender

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
 Assistant
Secretary 	 
	 
	 	Sankaty Senior Loan Fund, L.P., as a Lender

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer 

Assistant
Secretary 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	SERENGETI LOXODON ONSHORE I LTD.,
as a Lender

By: SERENGETI ASSET MANAGEMENT LP, as Collateral Manager

 	 
	 	By:  	/s/ Wai-Yen Lau
 	 
	 	 	Name:  	Wai-Yen Lau 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	SERENGETI LOXODON OVERSEAS I LTD.,
as a Lender

By: SERENGETI ASSET MANAGEMENT LP, as Collateral Manager

 	 
	 	By:  	/s/ Wai-Yen Lau
 	 
	 	 	Name:  	Wai-Yen Lau 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	Silver Oak Capital, L.L.C.,
as Lender

 	 
	 	By:  	/s/ Michael Gordon
 	 
	 	 	Name:  	Michael Gordon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SOF Investments, L.P.

By: Pacific Investment Management Company LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	SPCP GROUP III LLC, as Lender

 	 
	 	By:  	/s/ David Steinmetz
 	 
	 	 	Name:  	David Steinmetz 	 
	 	 	Title:  	CFO 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	SPCP GROUP LLC, as Lender

 	 
	 	By:  	/s/ David Steinmetz
 	 
	 	 	Name:  	David Steinmetz 	 
	 	 	Title:  	CFO 	 
	 
	 	Taconic Capital Partners 1.5 L.P.

By: Taconic Capital Advisors LP, as 

Investment Advisor

 	 
	 	By:  	/s/ Jon Jachman
 	 
	 	 	Name:  	Jon Jachman 	 
	 	 	Title:  	Principal 	 
	 
	 	Taconic Market Dislocation Fund II L.P.

By: Taconic Capital Advisors LP, as 
Investment Advisor

 	 
	 	By:  	/s/ Jon Jachman
 	 
	 	 	Name:  	Jon Jachman 	 
	 	 	Title:  	Principal 	 
	 
	 	Taconic Market Dislocation Master Fund II L.P.

By: Taconic Capital Advisors LP, as 

Investment Advisor

 	 
	 	By:  	/s/ Jon Jachman
 	 
	 	 	Name:  	Jon Jachman 	 
	 	 	Title:  	Principal 	 
	 
	 	Taconic Opportunity Fund L.P.

By: Taconic Capital Advisors LP, as 

Investment Advisor

 	 
	 	By:  	/s/ Jon Jachman
 	 
	 	 	Name:  	Jon Jachman 	 
	 	 	Title:  	Principal 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	TIC809, L.L.C.,
as Lender

 	 
	 	By:  	King Street Capital Management, L.P.
 	 
	 	 	Its Manager 	 
	 	 	 
	 	By:  	King Street Capital Management GP, L.L.C.
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	/s/ Jay Ryan
 	 
	 	 	Name:  	Jay Ryan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TPG Opportunity Fund I L.P., as a Lender

By: TPG Opportunities Advisors, Inc., its 
General Partner


 	 
	 	By:  	/s/ Steven Willmann
 	 
	 	 	Name:  	Steven Willmann 	 
	 	 	Title:  	Asst. Treasurer 	 
	 
	 	UBS AG, STAMFORD BRANCH, as Lender

 	 
	 	By:  	/s/ Marie Haddad
 	 
	 	 	Name:  	Marie Haddad 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	Variable Insurance Products Fund V: Strategic Income Portfolio, as Lender

By:

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 











 





	 	 	 	 	 
	 	Virginia Retirement System

 	 
	 	By:  Pacific Investment Management Company LLC, as its Investment Advisor
 	 
	 	 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Name:  	Arthur Y.D. Ong 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Waterstone Market Neutral Master Fund, Ltd, as a Lender

 	 
	 	By:  	/s/ Martin Kalish
 	 
	 	 	Name:  	Martin Kalish 	 
	 	 	Title:  	CFO 	 
	 
	 	Each of the persons listed on Annex A, severally but not jointly, as Lender

 	 
	 	By:  Wellington Management Company, LLP as Investment Advisor
 	 
	 	 	 	 
	 	By:  	/s/ Donald M. Caiazza
 	 
	 	 	Name:  	Donald M. Caiazza 	 
	 	 	Title:  	Vice President and Counsel 	 



	 	 	 	 	 
	 

	 	ANNEX A

	 

	 	Vanguard High-Yield Corporate Fund

	 

	 	Vanguard Variable Insurance Fund High Yield

	 

	 	Bond Portfolio

	 

	 	Commonwealth International Fixed Interest Fund

	 

	 	 	5	 
	 

	 	Oregon Public Employees Retirement Fund

	 

	 	J.Caird Partners, L.P.

	 

	 	Macquarie Investment Management Limited in its

	 

	 	capacity as responsible entity for the Macquarie

	 

	 	High Yield Bond Fund

	 

	 	Wolf Creek Partners, L.P.

	 

	 	J. Caird Investors (Bermuda) L.P.

	 

	 	Michelin North America, Inc. Master Trust

	 

	 	Wolf Creek Investors (Bermuda) L.P.

	 

	 	Wellington Trust Company, National Association





[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 









 






	 	 	 	 	 
	 

	 	Multiple Common Trust Funds Trust,

	 

	 	Opportunistic Investment Portfolio

	 

	 	Max Bermuda Ltd.

	 

	 	UMC Benefit Board, Inc.

	 

	 	Hiscox Insurance Company (Bermuda) Ltd

	 

	 	Hiscox Syndicate 33

	 

	 	Symetra Life Insurance Company

	 

	 	Wellington Trust Company, National Association

	 

	 	Multiple Common Trust Funds Trust-

	 

	 	Opportunistic Fixed Income Allocation Portfolio

	 

	 	TIFF Multi-Asset Fund

	 

	 	Stellar Performer Global Series W — Global Credit

	 

	 	SunAmerica Senior Floating Rate Fund, Inc.







	 	 	 	 	 
	 	WellPoint, Inc., as a Lender

 	 
	 	By:  	Whippoorwill Associates, Inc., its agent and authorized signatory
 	 
	 	 	 
	 	By:  	      /s/ Steven K. Gendal
 	 
	 	 	Name:  	Steven K. Gendal 	 
	 	 	Title:  	Principal 	 
	 
	 	Whippoorwill Associates, Inc. Profit Sharing Plan, as a Lender

 	 
	 	By:  	Whippoorwill Associates, Inc., its agent and authorized signatory
 	 
	 
	 	By:  	      /s/ Steven K. Gendal
 	 
	 	 	Name:  	Steven K. Gendal 	 
	 	 	Title:  	Principal 	 
	 
	 	Whippoorwill Distressed Opportunity Fund, L.P., as a Lender

 	 
	 	By:  	Whippoorwill Associates, Inc., its agent and authorized signatory
 	 
	 	 	 
	 	By:  	      /s/ Steven K. Gendal
 	 
	 	 	Name:  	Steven K. Gendal 	 
	 	 	Title:  	Principal 	 
	 



[Signature page to First Amendment to Second Amended and Restated Credit Agreement]



 









 





	 	 	 	 	 
	 	Whippoorwill Offshore Distressed Opportunity Fund, Ltd., as a Lender

 	 
	 	By:  	Whippoorwill Associates, Inc., its agent and authorized signatory
 	 
	 	 	 
	 	By:  	      /s/ Steven K. Gendal
 	 
	 	 	Name:  	Steven K. Gendal 	 
	 	 	Title:  	Principal 	 
	 
	 	York Capital Management, L.P., as a Lender

 	 
	 	By:  	/s/ David B. Charnin
 	 
	 	 	Name:  	David B. Charnin 	 
	 	 	Title:  	Vice President, Chief Investment Counsel 	 
	 
	 	York Enhanced Strategies Fund, LLC, as a Lender

 	 
	 	By:  	/s/ David B. Charnin
 	 
	 	 	Name:  	David B. Charnin 	 
	 	 	Title:  	Vice President, Chief Investment Counsel 	 
	 


[Signature page to First Amendment to Second Amended and Restated Credit Agreement]




 











 








EXHIBIT 1 TO FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




FORM OF JOINDER AGREEMENT




          This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of December 10, 2009, is
delivered pursuant to the Second Amended and Restated Collateral Agreement, dated as of October 28,
2009, by the subsidiaries of CIT Group Inc. (the “Company”) party thereto (each, a
“Grantor” and collectively, the “Grantors”) in favor of Bank of America, N.A.
(“Bank of America”), as collateral agent for the Secured Parties referred to therein (as
amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”)
and pursuant to the First Amendment, dated as of December 10, 2009 (the “First Amendment”),
to the Second Amended and Restated Credit and Guaranty Agreement, dated as of October 28, 2009, by
and among the Company, the subsidiaries of the Company named therein, Bank of America, as
Administrative Agent and as Collateral Agent, and the Lenders party thereto from time to time (as
amended by the First Amendment and as otherwise amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”). Capitalized terms used herein without definition
are used as defined in the Collateral Agreement (as amended hereby) or, if not defined therein, as
defined in the Credit Agreement.




          WHEREAS, pursuant to the First Amendment, the Requisite Lenders authorized and directed Bank
of America (i) to serve as collateral agent for the Parent Secured Parties (as defined below) in
respect of the Parent Collateral (as defined below) and (ii) to execute and deliver this Joinder
Agreement in its capacities as Parent Collateral Agent and as Subsidiary Collateral Agent (each as
defined below);




          WHEREAS, the Company has: (i) guaranteed A$150,000,000 aggregate principal amount of 6.0%
fixed rate notes due March 3, 2011 issued by CIT Group (Australia) Limited on March 3, 2006 and
A$150,000,000 aggregate principal amount of floating rate notes due March 3, 2011 issued by CIT
Group (Australia) Limited on March 3, 2006 (collectively, the “CIT Australia Bonds”), in
each case pursuant to that certain Guaranty, dated as of March 5, 2004 (the “Australian
Guaranty”), in favor of and for the benefit of the holders of the CIT Australia Bonds, as
amended by the Guaranty Confirmation Agreement, dated as of November 1, 2009, and in connection
therewith, the obligors under the CIT Australia Bonds and AET Structured Finance Services Pty
Limited (in its capacity as note trustee, the “CIT Australia Bond Trustee”) entered into
that certain Trust Deed, dated as of November 1, 2009, as amended by the Amendment Deed (Trust
Deed), dated as of November 16, 2009, and the Amendment Deed (Trust Deed), to be dated on or about
December 10, 2009 (such Trust Deed, as amended by such Amendment Deeds, the “CIT Australia Bond
Trust Deed”), and (ii) issued senior unsecured bonds (the “Long Dated Bonds”) pursuant
to that certain Indenture, dated as of January 20, 2006, between the Company, as issuer, and
JPMorgan Chase Bank, N.A., as trustee, as supplemented by the First Supplemental Indenture, dated
as of February 13, 2007, between the Company and The Bank of New York Mellon (formerly The Bank of
New York), as successor trustee (the “Long Dated Bond Trustee”), and as further
supplemented by the Second Supplemental Indenture, dated as of October 23, 2007, the Third
Supplemental Indenture, dated as of October 1, 2009, and the Fourth Supplemental Indenture, dated
as of October 16, 2009 (such Indenture, as supplemented by such First Supplemental Indenture, such
Second Supplemental Indenture, such Third Supplemental Indenture and such Fourth Supplemental
Indenture, the “Long Dated Bond Indenture”);




 









 








          WHEREAS, the Company will cause the CIT Australia Bond Trustee to execute and deliver the
First Lien Parent Collateral Agent Appointment and Authorization, to be dated on or about December
10, 2009, by and among the Company, Bank of America and the CIT Australia Bond Trustee, pursuant to
which the CIT Australia Bond Trustee will authorize and direct Bank of America (i) to serve as
collateral agent for the CIT Australia Bond Secured Party in respect of the Parent Collateral and
(ii) to execute and deliver this Joinder Agreement;




          WHEREAS, pursuant to the First Lien Parent Collateral Agent Appointment and Authorization,
dated as of December 10, 2009, by and among the Company, Bank of America and the Long Dated Bond
Trustee, the Long Dated Bond Trustee authorized and directed Bank of America (i) to serve as
collateral agent for the Long Dated Bond Secured Party in respect of the Parent Collateral and (ii)
to execute and deliver this Joinder Agreement;




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




SECTION I. AMENDMENTS TO THE COLLATERAL AGREEMENT




     A. The first paragraph of the Collateral Agreement is hereby restated in its entirety to
read as follows:




     “SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of October 28, 2009, by
each of the entities listed on the signature pages hereof or that becomes a party hereto as
a grantor (each, a “Grantor” and collectively, the “Grantors”), in favor of
Bank of America, N.A. (“Bank of America”), as Collateral Agent (as defined in
Section 1.1) for the Secured Parties (as defined in Section 1.1).”



     B. Section 1.1(a) of the Collateral Agreement is hereby amended by inserting the following
at the end of such section:



          “or if not defined therein, as defined in the Joinder Agreement, dated as of December 10,
2009, by and among the Company and the other Grantors party thereto, the Parent Collateral Agent
and the Subsidiary Collateral Agent”




     C. Section 1.1(c) of the Collateral Agreement is amended by inserting the following
definitions in the appropriate place to preserve the alphabetical order of the definitions in
Section 1.1(c):



          ““Australian Guaranty Obligations” means the payment obligations of the Company under
the Australian Guaranty.




          “CIT Australia Bond Secured Party” means the CIT Australia Bond Trustee.




          “Collateral Agent” means (i) in the case of Liens granted by the Company, the Parent
Collateral Agent, and (ii) in the case of Liens granted by each of the Grantors (other than the
Company), the Subsidiary Collateral Agent.




          “Equal and Ratable Obligations” means the Australian Guaranty Obligations and the Long
Dated Bond Obligations.




2









 








          “Long Dated Bond Obligations” means the obligations of the Company in respect of the
payment of principal of, and interest on, the Long Dated Bonds outstanding as of the First
Amendment Effective Date that are not exchanged or treated pursuant to the Approved Restructuring
Plan.




          “Long Dated Bond Secured Party” means the Long Dated Bond Trustee.




          “Parent Collateral” has the meaning set forth Section 2.2(b).




          “Parent Collateral Agent” means Bank of America, acting in its capacity as collateral
agent for the Parent Secured Parties, together with its successors and permitted assigns.




          “Parent Secured Obligations” means (i) the Equal and Ratable Obligations and (ii) the
Obligations.




          “Parent Secured Parties” means (i) for so long as the Australian Guaranty Obligations
remain outstanding, the CIT Australia Bond Secured Party, (ii) for so long as the Long Dated Bond
Obligations remain outstanding, the Long Dated Bond Secured Party and (iii) the Subsidiary Secured
Parties.




          “Secured Obligations” means (i) in the case of Liens granted to the Parent Collateral
Agent, the Parent Secured Obligations and (ii) in the case of Liens granted to the Subsidiary
Collateral Agent, the Obligations.




          “Subsidiary Collateral Agent” means Bank of America, acting in its capacity as
collateral agent for the Subsidiary Secured Parties, together with its successors and permitted
assigns.




          “Subsidiary Secured Parties” means, collectively, Lenders, Arrangers, Agents, and the
BANA Indemnitees, any agents or sub-agents appointed by Administrative Agent or Collateral Agent
pursuant to Section 9.7(c) of the Credit Agreement and members of the Lenders Steering Committee.”




     D. The definition of “Excluded Equity Interest” in Section 1.1(c) of the
Collateral Agreement is hereby restated in its entirety to read as follows:



          ““Excluded Equity Interest” means (i) in the case of CIT Aerospace International, the
one nominee share held by CIT Financial Ltd., (ii) in the case of CIT Group Finance (Ireland), the
excess over forty-nine percent (49%) of its aggregate outstanding Capital Stock, (iii) in the case
of Capita International L.L.C., the excess over sixty-five percent (65%) of its aggregate
outstanding Capital Stock, (iv) in the case of Arrendadora Capita Corporation, S.A. de C.V., the
excess over forty-four percent (44%) of its aggregate outstanding Capital Stock, (v) the Capital
Stock of CIT Group SF Holding Co., Inc., (vi) the Capital Stock of any Regulated Entity, Special
Purpose Vehicle or Joint Venture (other than Capital Stock identified on Schedule 4 or Schedule 5A
hereof), (vii) any interest in Care Investment Trust, Inc. and (viii) in the case of all other
Persons organized under the laws of a jurisdiction other than the United States of America, any
State thereof or the District of Columbia, the excess over sixty-five percent (65%) of the Voting
Capital Stock of such Person.”




     E. The definition of “Excluded Property” in Section 1.1(c) of the Collateral
Agreement is hereby amended by restating clause (f) thereof in its entirety to read as follows:



3









 





          “(f) any deposit accounts, other than any Bank of America Account, (i) to which funds that (A)
represent proceeds of the items set out in clauses (a) through (e) above have been credited to such
deposit accounts in the ordinary course of business or (B) do not belong to a Grantor have been
credited to such deposit accounts in the ordinary course of business, (ii) maintained at Bank of
America either in the name of Bank of America, as Administrative Agent under the New L/C Facility,
or subject to a control agreement in its favor pursuant to the New L/C Facility, or (iii)
maintained at JPMorgan Chase Bank, N.A. either in the name of JPMorgan Chase, as Administrative
Agent, or subject to a control agreement in its favor pursuant to the JPMorgan Facility; and”




     F. The definition of “Secured Parties” in Section 1.1(c) of the Collateral Agreement is
hereby restated in its entirety to read as follows:



          ““Secured Parties” means (i) in the case of Liens granted to the Parent Collateral
Agent, the Parent Secured Parties and (ii) in the case of Liens granted to the Subsidiary
Collateral Agent, the Subsidiary Secured Parties.”




     G. Section 4.10 of the Collateral Agreement is hereby amended by deleting the words “in
the Credit Agreement” in the second sentence thereof and replacing them with the words “in Section
5.1(d)”.



     H. Section 5.1(f) of the Collateral Agreement is hereby amended by deleting the word
“Obligations” in the first sentence thereof and replacing it with the words “Secured Obligations”.



     I. Section 5.3(b) of the Collateral Agreement is hereby amended by deleting the words “the
order set forth in the Credit Agreement” at the end of such section and replacing them with the
words “the manner provided in Section 5.1(d).”



     J. Section 5.4 of the Collateral Agreement is hereby amended by deleting the words “Secured
Obligations” in the first sentence thereof and replacing them with the word “Obligations”.



     K. Section 7.3 of the Collateral Agreement is hereby amended by inserting the following at
the end of such section:



          “The release or subordination of any Lien granted by the Company in accordance with Section
10.20 of the Credit Agreement shall apply equally to release or subordinate such Lien to the extent
also securing the Equal and Ratable Obligations, and the Parent Collateral Agent is hereby
authorized to evidence such release or subordination as contemplated by Section 10.20(k) of the
Credit Agreement. Upon termination of the Commitments and payment in full of all Obligations
(other than contingent reimbursement and indemnification obligations not yet accrued and payable),
as contemplated by Section 10.20(b) of the Credit Agreement, (a) the Collateral Agent shall release
any Lien on any property granted to or held by the Collateral Agent under this Agreement (including
Liens granted to the Parent Collateral Agent), (b) the Collateral Agent shall, upon the request and
at the sole cost and expense of the Grantors, subject to the terms and conditions of the
intercreditor agreements referred to in Section 10.20(a) of the Credit Agreement, assign, transfer
and deliver to the Grantors, against receipt and without recourse to or warranty by the Collateral
Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such
of the Collateral or any part thereof to be released (in the case of a release) as may be in
possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to
the terms hereof, and, with respect to any other Collateral, proper documents and instruments
(including UCC-3 termination financing statements or releases) acknowledging the termination hereof
or the release of such Collateral, as the case may be, and (c) this Agreement shall terminate.”




4









 








     L. Annex 1 to the Collateral Agreement is hereby amended by deleting the word
“Obligations” in the second paragraph thereof and replacing it with the words “Secured
Obligations”.



     M. Annex 3 to the Collateral Agreement is hereby amended by (i) deleting the word
“Obligations” in Section 2 thereof and replacing it with the words “Secured Obligations” and (ii)
deleting the defined term “(the “Secured Obligations”)” in Section 2 thereof.



SECTION II. AMENDMENT TO THE COLLATERAL AGREEMENT AND JOINDER




     A. By executing and delivering this Joinder Agreement, the Company (i) hereby becomes a
party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if
originally named as a Grantor therein and (ii) expressly assumes all obligations and liabilities of
a Grantor thereunder, subject, in each case to the provisions hereof.



     B. Section 2.2 of the Collateral Agreement is hereby restated in its entirety to read as
follows:



          “Section 2.2 Grant of Security Interest in Collateral. (a) Each Grantor (other than
the Company), as collateral security for the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages,
pledges and hypothecates to the Subsidiary Collateral Agent for the benefit of the Subsidiary
Secured Parties, and grants to the Subsidiary Collateral Agent for the benefit of the Subsidiary
Secured Parties a lien on and security interest in, all of its right, title and interest in, to and
under (i) in the case of a Grantor (other than a Foreign Grantor or the Company), the Collateral of
such Grantor, and (ii) in the case of a Foreign Grantor, the Foreign Grantor Collateral of such
Foreign Grantor.




          (b) The Company, as collateral security for the prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Parent Secured
Obligations, hereby mortgages, pledges and hypothecates to the Parent Collateral Agent for the
benefit of the Parent Secured Parties, and grants to the Parent Collateral Agent for the benefit of
the Parent Secured Parties a lien on and security interest in, all of its right, title and interest
in, to and under the Collateral of the Company (the “Parent Collateral”).”




     C. For the avoidance of doubt, any and all rights of the CIT Australia Bond Secured Party
and the Long Dated Bond Secured Party and each Person for the benefit of whom any thereof is
receiving the grant of a security interest in the Parent Collateral (including, without limitation,
the holders of the Equal and Ratable Obligations) (collectively, the “Accommodation
Holders”) described herein shall be limited to the Parent Collateral and shall not in any event
apply to any Collateral granted by any other Grantor under the Collateral Agreement.



     D. Notwithstanding anything herein or in the Collateral Agreement to the contrary, the
following provisions shall apply with respect to the Parent Collateral Agent, Parent Secured
Obligations, the Parent Secured Parties and the Parent Collateral:



          (a) All references in the Collateral Agreement or in any other Collateral Document to the
“Collateral Agent,” when used in respect of the Parent Collateral, shall be deemed to be references
to the Parent Collateral Agent.




5









 








          (b) All references in the Collateral Agreement or in any other Collateral Document to
“Collateral,” when used in respect of the Parent Collateral, shall be deemed to be references to
the Parent Collateral.




          (c) All references in the Collateral Agreement or in any other Collateral Document to “Secured
Parties,” when used in respect of the Parent Collateral, shall be deemed to be references to the
Parent Secured Parties.




          (d) All references in the Collateral Agreement or in any other Collateral Document to “Secured
Obligations,” when used in respect of the Secured Obligations of the Company, shall be deemed to be
references to the Parent Secured Obligations.




          (e) If at any time moneys collected or received by the Parent Collateral Agent pursuant to the
Collateral Agreement are distributable to the CIT Australia Bond Trustee or the Long Dated Bond
Trustee (collectively, the “Accommodation Agents” and each individually an
“Accommodation Agent”) in respect of the Parent Secured Obligations and if the applicable
Accommodation Agent shall notify the Parent Collateral Agent in writing that no provision is made
under the CIT Australia Bond Trust Deed or the Long Dated Bond Indenture (collectively, the
“Accommodation Facilities” and each individually an “Accommodation Facility”), as
applicable, for the application of such moneys and that the applicable Accommodation Facility does
not effectively provide for the receipt and the holding by the applicable Accommodation Agent of
such moneys pending the application thereof, then the Parent Collateral Agent, after the receipt of
such moneys pending the application thereof, and after receipt of such notification, shall hold
such moneys in non-interest bearing accounts solely for such Accommodation Agent, as applicable
(and in each case in its capacity as agent or trustee), and for no other purpose until such time as
such Accommodation Agent shall request in writing the delivery thereof by the Parent Collateral
Agent for application pursuant to the applicable Accommodation Facility. The Parent Collateral
Agent shall not be responsible for any diminution in funds resulting from any such investment or
any liquidation thereof prior to maturity.




          (f) The only right of the Accommodation Holders under the Collateral Agreement is the right to
receive their pro rata share of any proceeds or collection of the Parent Collateral following a
foreclosure or other exercise of remedies by the Parent Collateral Agent in accordance with Section
5.1(d) of the Collateral Agreement as if, solely with respect to such Parent Collateral, (i) in the
case of the CIT Australia Bond Secured Party, references in clauses “sixth”, “seventh”, “eighth”
and “ninth” of Section 2.12(h) of the Credit Agreement to (A) “Lenders” included the CIT Australia
Bond Secured Party, (B) “Credit Documents” included the CIT Australia Bond Trust Deed, (C) “Loans”
included the Australian Guaranty Obligations, (D) “Prepayment Premium” included any prepayment
premium owing under the CIT Australia Bond Trust Deed and (E) “Obligations” included the Australian
Guaranty Obligations and (ii) in the case of the Long Dated Bond Secured Party, references in
clauses “sixth”, “seventh”, “eighth” and “ninth” of Section 2.12(h) of the Credit Agreement to (A)
“Lenders” included the Long Dated Bond Secured Party, (B) “Credit Documents” included the Long
Dated Bond Indenture, (C) “Loans” included the Long Dated Bond Obligations, (D) “Prepayment
Premium” included any prepayment premium owing under the Long Dated Bond Indenture and (E)
“Obligations” included the Long Dated Bond Obligations. For the avoidance of doubt, the right to
payment described in the previous sentence shall apply solely to proceeds from the Parent
Collateral, and shall not apply to proceeds from Collateral constituting property of any Grantor
(other than the Company) under the Collateral Agreement. In furtherance of the foregoing and not
in derogation thereof, the Accommodation Holders shall have no right to (i) demand or consent to
any foreclosure, sale or other exercise of remedies in respect of any Collateral (including any
Parent Collateral) or (ii) consent to any supplement, waiver, amendment or other modification of
the Collateral


6









 







Agreement, any sale or release of any Collateral (including any Parent Collateral) or any
foreclosure or exercise of remedies in respect of any Collateral (including any Parent Collateral).




          (g) In making the determination and allocations required by Section 5.1(d) of the Collateral
Agreement in accordance with paragraphs (a) and (b) above, the Parent Collateral Agent may
conclusively rely upon information supplied by the Accommodation Agents in writing (or in the
absence of such information, upon information supplied by the Company in writing) as to the amounts
of unpaid principal and interest and other amounts outstanding with respect to the applicable Equal
and Ratable Obligations and information supplied by the Administrative Agent as to the amounts of
unpaid principal and interest and other amounts outstanding with respect to the Obligations under
the Credit Agreement, and the Parent Collateral Agent shall have no liability to any of the Parent
Secured Parties (or the Accommodation Holders) for actions taken in reliance on such information;
provided that nothing in this sentence shall prevent any Grantor from contesting any amounts
claimed by any Parent Secured Party in any information so supplied. All distributions made by the
Parent Collateral Agent pursuant to Section 5.1(d) of the Collateral Agreement shall be (subject to
any decree of any court of competent jurisdiction) final (absent manifest error) and the Parent
Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or
any Accommodation Agent of any amounts distributed to them.




          (h) By accepting the benefits hereof and of the Collateral Agreement, each Accommodation
Holder (including each Accommodation Agent) shall be deemed to have agreed (i) that the Parent
Collateral Agent shall not have, by reason hereof or under the Collateral Agreement, a fiduciary
relationship or other implied duties in respect of such Accommodation Holder, (ii) to the
provisions hereof and of the Collateral Agreement and (iii) that if such Accommodation Holder shall
receive any payment or other recovery in excess of its portion of payments on account of the Parent
Secured Obligations to which it is then entitled in accordance with the Collateral Agreement, as
modified by this Joinder Agreement, such Accommodation Holder shall hold such payment or other
recovery in trust for the benefit of all Parent Secured Parties for distribution in accordance with
this Joinder Agreement and Section 5.1(d) of the Collateral Agreement.




          (i) The obligations of the Parent Collateral Agent to the Accommodation Holders shall be
limited solely to (i) holding the Parent Collateral for the benefit of the Accommodation Agents for
so long as (A) any Equal and Ratable Obligations remain outstanding and (B) any Equal and Ratable
Obligations are secured by such Parent Collateral and (ii) distributing any proceeds received by
the Parent Collateral Agent from the sale, collection or realization of the Parent Collateral to
the Accommodation Agents in respect of the Equal and Ratable Obligations in accordance with the
terms of this Joinder Agreement and the Collateral Agreement. Neither the Accommodation Holders
nor the Accommodation Agents shall be entitled to request or direct the Parent Collateral Agent to
take any action. In furtherance of the foregoing and not in derogation thereof, neither the
Accommodation Holders nor the Accommodation Agents shall be entitled to exercise (or direct the
Parent Collateral Agent to exercise) any rights or remedies with respect to the Equal and Ratable
Obligations, including without limitation the right to enforce the security interest in the Parent
Collateral, request any action, institute proceedings, give any instructions, make any election,
give any notice to account debtors, make collections, sell or otherwise foreclose on any portion of
the Parent Collateral or execute any amendment, supplement or acknowledgement thereof. Neither the
Parent Collateral Agent, the Subsidiary Collateral Agent nor any of the other Secured Parties shall
have any liability to any of the Accommodation Holders by reason of actions taken with respect to
the creation, perfection or continuation of the security interest in the Parent Collateral, actions
with respect to the occurrence of a Default or Event of Default, actions with respect to the
foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Parent
Collateral or actions with respect to the collection of any claim or all or any part of the Parent
Secured


7









 







Obligations from any account debtor, guarantor or any other party or the valuation, use or
protection of the Parent Collateral.




          (j) Notwithstanding any provision to the contrary in the Collateral Agreement, the Credit
Agreement or any other Credit Documents (including, without limitation, Section 9.7(b) of the
Credit Agreement), the Parent Collateral Agent may resign its capacity as such at any time by
giving three (3) Business Days’ prior written notice thereof to the Company. Upon receipt of such
notice, the Company shall, as promptly as practicable and in any event within such three (3)
Business Day period, appoint a financial institution as the successor collateral agent (the
“Successor Parent Collateral Agent”) for the Parent Secured Parties and the Parent
Collateral Agent agrees to execute any documentation and to take such other actions as may
reasonably be necessary to effect any such succession (provided that any document,
instrument or agreement to be furnished or executed by, or other action to be taken by the Parent
Collateral Agent shall be reasonably satisfactory to it). Any such resignation by the Parent
Collateral Agent shall become effective on the earlier of (i) the third (3rd) Business Day after
such notice of resignation or (ii) the appointment of such Successor Parent Collateral Agent by the
Company. Upon the effectiveness of such resignation, the Parent Collateral Agent shall be
discharged from its duties and obligations as collateral agent for the Parent Secured Parties.
After any such resignation by the Parent Collateral Agent, the provisions hereof and of the
Collateral Agreement shall inure to its benefit as to any actions taken or omitted to be taken by
it hereunder or under the Collateral Agreement while it was the collateral agent for the Parent
Secured Parties. For the avoidance of doubt, any such resignation by the Parent Collateral Agent
shall not be deemed to be a resignation of the Subsidiary Collateral Agent.




          (k) The Parent Collateral Agent shall not be required to ascertain or inquire as to the
performance by the Company or any other obligor under the Equal and Ratable Obligations.




          (l) The Company and the Parent Collateral Agent, on behalf of the Parent Secured Parties,
agree that all of the Parent Secured Obligations are, and will be, equally and ratably secured with
each other by the Liens on the Parent Collateral, and that it is their intention to give full
effect to the equal and ratable provisions of the Accommodation Facilities, as in effect on the
date hereof. To the extent that the rights and benefits herein or in any other security document
related to the Equal and Ratable Obligations conferred on the Accommodation Holders shall be held
to exceed the rights and benefits required so to be conferred by such provisions, such rights and
benefits shall be eliminated so as to provide such Accommodation Holders only those rights and
benefits that are required by such provisions. Any and all rights not herein expressly given to
the Accommodation Holders are expressly reserved to the Collateral Agent and the Subsidiary Secured
Parties.




          (m) (i) Any notice to any Accommodation Agent may be made to its address as set forth in the
most recent copy of the applicable Accommodation Facility; and (ii) notice to any Accommodation
Agent shall be deemed sufficient notice to the applicable Accommodation Holders for all purposes
hereunder.




     E. The information set forth in Annex 1-A hereto is hereby added to the information set
forth in Schedules 1 through 7 to the Collateral Agreement. By acknowledging and agreeing to this
Joinder Agreement, the Company hereby agrees that this Joinder Agreement may be attached to the
Collateral Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Agreement
shall be and become part of the Parent Collateral referred to herein and shall secure all Parent
Secured Obligations, in each case, subject to the terms of this Joinder Agreement.



8









 





     F. The Company hereby represents and warrants that each of the representations and
warranties contained in Article 3 of the Collateral Agreement applicable to it and the
Parent Collateral is true and correct in all material respects with respect to it and the Parent
Collateral on and as of the date hereof as if made on and as of such date.



SECTION III. ACKNOWLEDGMENT AND CONSENT




     Each Grantor (other than the Company) hereby acknowledges that it has reviewed the terms and
provisions of the Collateral Agreement and this Joinder Agreement and consents to the amendments of
the Collateral Agreement effected pursuant to this Joinder Agreement. Each Grantor (other than the
Company) hereby confirms that each Collateral Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in
accordance with the Collateral Documents, the payment and performance of the Obligations.



     Each Grantor (other than the Company) acknowledges and agrees that any of the Collateral
Documents to which it is a party or otherwise bound shall continue in full force and effect and
that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Joinder Agreement.



     Each Grantor (other than the Company) acknowledges and agrees that (i) such Grantor is not
required by the terms of the Collateral Agreement or any other Collateral Document to consent to
the amendments to the Collateral Agreement effected pursuant to this Joinder Agreement and (ii)
nothing in the Collateral Agreement, this Joinder Agreement or any other Collateral Document shall
be deemed to require the consent of such Grantor to any future amendments to the Collateral
Agreement.



[Remainder of page intentionally left blank]




9









 










     IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first above
written.



	 	 	 	 	 
	 	CIT GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


	 	 	 	 	 
	 	Grantors:


BAFFIN SHIPPING CO., INC.

C.I.T. LEASING CORPORATION

CAPITA COLOMBIA HOLDINGS CORP.

CAPITA CORPORATION

CAPITA INTERNATIONAL L.L.C.

CAPITA PREMIUM CORPORATION

CIT CAPITAL USA INC.

CIT CHINA 12, INC.

CIT CHINA 13, INC.

CIT CHINA 2, INC.

CIT CHINA 3, INC.

CIT COMMUNICATIONS FINANCE 

        CORPORATION

CIT CREDIT FINANCE CORP.

CIT CREDIT GROUP USA INC.

CIT FINANCIAL LTD. OF PUERTO RICO

CIT FINANCIAL USA, INC.

CIT GROUP (NJ) LLC

CIT GROUP SF HOLDING CO., INC.

CIT HEALTHCARE LLC

CIT LENDING SERVICES CORPORATION

CIT LENDING SERVICES CORPORATION 

        (ILLINOIS)

CIT LOAN CORPORATION (F/K/A THE CIT 

        GROUP/CONSUMER FINANCE, INC.)

CIT REALTY LLC

CIT TECHNOLOGIES CORPORATION

CIT TECHNOLOGY FINANCING SERVICES, INC.

EDUCATION LOAN SERVICING CORPORATION

GFSC AIRCRAFT ACQUISITION FINANCING 

        CORPORATION

HUDSON SHIPPING CO., INC.

OWNER-OPERATOR FINANCE COMPANY

 	 
	 	 	 
	 	 	 
	 	 	 



10









 






	 	 	 	 	 
	 	STUDENT LOAN XPRESS, INC.

THE CIT GROUP/BC SECURITIES INVESTMENT, INC.

THE CIT GROUP/BUSINESS CREDIT, INC.

THE CIT GROUP/CAPITAL FINANCE, INC.

THE CIT GROUP/CAPITAL TRANSPORTATION, INC.

THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)

THE CIT GROUP/CORPORATE AVIATION, INC.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

THE CIT GROUP/EQUITY INVESTMENTS, INC.

THE CIT GROUP/FACTORING ONE, INC.

THE CIT GROUP/FM SECURITIES INVESTMENT, INC.

THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.

THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.

WESTERN STAR FINANCE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 



11









 






	 	 	 	 	 
	 	THE CIT GROUP/CONSUMER FINANCE, INC.
      (NY)

THE CIT GROUP/CONSUMER FINANCE, INC.
      (TN)

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FRANCHISE PORTFOLIO 1, INC.

FRANCHISE PORTFOLIO 2, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	CIT REAL ESTATE HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 



12









 






	 	 	 	 	 
	 	EQUIPMENT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	NAMEKEEPERS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 



13









 






	 	 	 	 	 
	 	CIT MIDDLE MARKET FUNDING COMPANY, LLC

CIT MIDDLE MARKET HOLDINGS, LLC

CMS FUNDING COMPANY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Usama Ashraf 	 
	 	 	Title:  	Senior Vice President & Assistant
Treasurer 	 



14









 






	 	 	 	 	 
	 	Foreign
Grantors:


CIT HOLDINGS CANADA ULC

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 



15









 






	 	 	 	 	 
	 	CIT FINANCIAL (BARBADOS) SRL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



16









 






	 	 	 	 	 
	 	CIT GROUP HOLDINGS (UK) LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



17









 






	 	 	 	 	 
	 	CIT HOLDINGS NO. 2 (IRELAND)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



18









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

in its capacities as Parent Collateral Agent and

Subsidiary Collateral Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




19









 





Annex 1-A




SCHEDULE 1

TO JOINDER AGREEMENT




COMMERCIAL TORT CLAIMS




     None.




Sched. 1-1









 








SCHEDULE 2

TO JOINDER AGREEMENT




FILINGS




	 	   	 	   	 
	     Grantor	 	Jurisdiction of Filing	 	Organization Number where applicable
	CIT Group Inc.
	 	Delaware/Secretary of State	 	3367172







Sched. 2-1









 








SCHEDULE 3

TO JOINDER AGREEMENT




JURISDICTION OF ORGANIZATION;

CHIEF EXECUTIVE OFFICE; ORGANIZATION NUMBERS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization Number where
	    Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	CIT Group Inc.
	 	Delaware	 	505 Fifth Avenue, New York, New York 10017	 	3367172







Sched. 3-1









 








SCHEDULE 4

TO JOINDER AGREEMENT




FOREIGN GRANTOR PLEDGED STOCK



     None.


Sched. 4-1











 





SCHEDULE 5A

TO JOINDER AGREEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	 Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	CIT Group Inc.
	 	CIT Group (NJ) LLC	 	Capital	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	 
	 	CIT Loan Corporation	 	Common	 	5	 	 	10	 	 	 	100	%	 	 	100	%
	 
	 	GFSC Aircraft Acquisition Financing Corporation	 	Common	 	3	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	Hudson Shipping Co., Inc.	 	Common	 	9	 	 	113	 	 	 	100	%	 	 	100	%
	 
	 	North American Exchange, Inc.	 	Common	 	5	 	 	250	 	 	 	100	%	 	 	100	%
	 
	 	Student Loan Xpress, Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Capital Finance, Inc.	 	Common	 	5	 	 	3,000	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Consumer Finance, Inc. (NY)	 	Common	 	6	 	 	750	 	 	 	100	%	 	 	100	%






Sched. 5A-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	 Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	 
	 	The CIT Group/Consumer Finance, Inc. (TN)	 	Common	 	4	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Equipment Financing, Inc.	 	Common	 	4	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	 	 	 	 	6	 	 	0.2927	 	 	 	 	 	 	 	 	 
	 
	 	The CIT Group/Equity Investments, Inc.	 	Common	 	4	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/FM Securities Investment, Inc.	 	Common	 	4	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	Chessman Sarl	 	Ordinary	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	CIT Financial (Bermuda) Limited	 	Ordinary	 	2	 	 	650	 	 	 	65	%	 	 	100	%
	 
	 	CIT Financial (Hong Kong) Limited1	 	Ordinary	 	8	 	 	5,076,500	 	 	 	65	%	 	 	100	%






 




			
	1	 	This stock certificate will be dated, authenticated and promptly
delivered to the Parent Collateral Agent in compliance with Section 4.4(a) of
the Collateral Agreement upon receipt and cancellation by CIT Financial (Hong
Kong) Limited of an outstanding certificate in respect of a de minimis portion
of such Shares issued to a foreign national as required by applicable foreign
law.




Sched. 5A-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	 Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	 
	 	CIT Funding (Ireland) Limited2	 	Ordinary	 	2009/1	 	 	13	 	 	 	65	%	 	 	100	%
	 
	 	CIT Group (Hungary) Ltd.	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99.865	%
	 
	 	CIT Group (Taiwan) Limited3	 	Ordinary	 	 	 	 	65,000	 	 	 	65	%	 	 	94	%
	 
	 	CIT Vendor Finance Japan K.K.	 	Ordinary	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	Newcourt Financial CIS, LLC	 	Ordinary	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	Newcourt Financial Polska Sp. Zo.O	 	Ordinary	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99.8	%
	 
	 	The
CIT Group/Commercial Services (Asia), Limited4
	 	Ordinary	 	8	 	 	6,500	 	 	 	65	%	 	 	100	%







 




			
	2	 	This stock certificate is in transit and will be promptly delivered
to the Parent Collateral Agent in compliance with Section 4.4(a) of the
Collateral Agreement.
	 
	3	 	The stock certificate in respect of such Shares has been lost,
stolen or destroyed and CIT Group (Taiwan) Limited is in the process of issuing
a replacement certificate, which will be promptly delivered to the Parent
Collateral Agent in compliance with Section 4.4(a) of the Collateral Agreement.
	 
	4	 	This stock certificate will be dated, authenticated and promptly
delivered to the Parent Collateral Agent in compliance with Section 4.4(a) of
the Collateral Agreement upon receipt and cancellation by The CIT
Group/Commercial Services (Asia), Limited of an outstanding certificate in
respect of a de minimis portion of such Shares issued to a foreign national as
required by applicable foreign law.



Sched. 5A-3









 










SCHEDULE 5B

TO JOINDER AGREEMENT




PLEDGED DEBT INSTRUMENTS



1) Master Note, dated as of February 11, 2002, from Tyco Capital (Australia) Limited (ACN 065 745
735) (n/k/a CIT Group (Australia) Limited), as borrower, to CIT Group Inc.




Sched. 5B-I






 









 








SCHEDULE 6

TO JOINDER AGREEMENT




INTELLECTUAL PROPERTY



Patents: None.



Copyrights: None.



Trademarks:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	       Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	       Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	CIT	 	Argentina	 	1885334	 	9/16/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Argentina	 	1997045	 	10/29/04	 	 
	The CIT Group, Inc.
	 	The CIT Group, Inc.	 	Argentina	 	1062238	 	09/16/02	 	 
	CIT Group Inc.
	 	CIT	 	Australia	 	920111	 	07/18/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Australia	 	920190	 	07/18/02	 	 
	CIT Group Inc.
	 	CIT CREDITLINK	 	Australia	 	953714	 	 	 	 
	CIT Group Inc.
	 	CIT	 	Austria	 	236184	 	12/27/06	 	 
	CIT Group Inc.
	 	CIT	 	Austria	 	228,659	 	12/02/05	 	 
	CIT Group Inc.
	 	CIT Logo	 	Austria	 	236449	 	1/16/07	 	 
	CIT Group Inc.
	 	CIT	 	Benelux	 	681078	 	5/18/2000	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Benelux	 	681077	 	05/18/00	 	 
	CIT Group Inc.
	 	CIT	 	Brazil	 	2.394.958	 	 	 	 
	CIT Group Inc.
	 	CIT	 	Brunei	 	34986	 	10/24/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Brunei	 	34985	 	10/24/02	 	 
	CIT Group Inc.
	 	CAPITAL REDEFINED	 	Canada	 	App. # 1380421	 	 	 	PENDING






Sched. 6-1









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	      Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	      Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	CIT	 	Canada	 	TMA610100	 	05/12/04	 	 
	CIT Group Inc.
	 	CIT	 	Canada	 	TMA728392	 	11/14/08	 	 
	CIT Group Inc.
	 	CIT DIGITALEDGE	 	Canada	 	TMA708853	 	03/04/08	 	 
	CIT Group Inc.
	 	SEE IT WITH CIT	 	Canada	 	TMA654678	 	12/08/05	 	 
	CIT Group, Inc.
	 	WE SEE WHAT YOU SEE	 	Canada	 	TMA654201	 	08/03/05	 	 
	CIT Group Inc.
	 	CIT & Design	 	Canada	 	1287266	 	 	 	PENDING
	CIT Group Inc.
	 	CIT Logo	 	Canada	 	1268308	 	 	 	PENDING
	CIT Group Inc.
	 	CIT Design	 	Canada	 	TMA666151	 	6/16/06	 	 
	CIT Group Inc.
	 	CIT	 	Chile	 	629165	 	5/6/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Chile	 	629168	 	1/31/02	 	 
	The CIT Group
	 	CIT (Stylized)	 	Chile	 	486490	 	05/06/02	 	 
	The CIT Group, Inc.
	 	CIT	 	Chile	 	479154	 	05/06/02	 	 
	The CIT Group, Inc.
	 	CIT Logo	 	Chile	 	479154	 	05/06/02	 	 
	CIT Group Inc.
	 	CIT	 	Colombia	 	244226	 	2/26/01	 	 
	The CIT Group
	 	CIT (Stylized)	 	Colombia	 	245319	 	4/30/01	 	 
	The CIT Group, Inc.
	 	CIT Logo	 	Colombia	 	245319	 	08/14/01	 	 
	CIT Group Inc.
	 	CIT	 	Czech Republic	 	258578	 	10/29/03	 	 
	CIT Group Inc.
	 	CIT & Design	 	Czech Republic	 	239167	 	12/19/01	 	 
	CIT Group Inc.
	 	CIT	 	Denmark	 	VR 03641 2000	 	8/8/00	 	 
	CIT Group Inc.
	 	CIT (logo)	 	Denmark	 	VR 03327 2005	 	08/31/05	 	 






Sched. 6-2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	      Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	      Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	CIT (Stylized)	 	Denmark	 	VR 03640 2000	 	8/8/2000	 	 
	CIT Group Inc.
	 	CIT (word)	 	Denmark	 	VR 03326 2005	 	8/31/05	 	 
	The CIT Group, Inc.
	 	CIT	 	Denmark	 	VR  03326 2005	 	08/22/05	 	 
	CIT Group Inc.
	 	CIT	 	European Community (Belgium)	 	5389812	 	08/28/07	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	European Community (Belgium)	 	005389846	 	 08/08/07	 	 
	CIT Group
	 	CI T (Stylized)	 	France	 	23190159	 	10/22/02	 	 
	CIT Group
	 	CIT	 	France	 	23190161	 	10/22/02	 	 
	CIT Group Inc.
	 	CAPITAL REDEFINED	 	France	 	073519440	 	08/10/07	 	 
	CIT Group Inc.
	 	CI T (Stylized)	 	France	 	53375958	 	 	 	 
	CIT Group Inc.
	 	CIT	 	France	 	53375957	 	 	 	 
	CIT Group Inc.
	 	CIT & CIT (stylized)	 	France	 	23190159	 	10/22/02	 	 
	CIT Group Inc.
	 	CAPITAL REDEFINED	 	Germany	 	30752190	 	12/06/07	 	 
	CIT Group Inc.
	 	CIT	 	Germany	 	30254878	 	12/2/02	 	 
	CIT Group Inc.
	 	CIT & Design	 	Germany	 	30254879	 	12/13/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Hong Kong	 	300474011	 	 	 	 
	CIT Group, Inc.
	 	CIT	 	Hong Kong	 	200209624	 	08/10/05	 	 
	The CIT Group, Inc.
	 	CIT (IN SERIES)	 	Hong Kong	 	9624	 	05/17/00	 	 
	CIT Group Inc.
	 	CIT	 	Hungary	 	166302	 	8/27/2001	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Hungary	 	166679	 	9/17/01	 	 
	CIT Group Inc.
	 	CIT	 	Iceland	 	81720000	 	7/4/2000	 	 
	CIT Group Inc.
	 	CIT	 	Indonesia	 	497619	 	01/31/02	 	 






Sched. 6-3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	     Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	     Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	CIT (Stylized)	 	Indonesia	 	497620	 	01/31/02	 	 
	CIT Group Inc.
	 	CAPITAL REDEFINED	 	Ireland	 	238061	 	08/09/07	 	 
	CIT Group Inc.
	 	CIT	 	Ireland	 	225989	 	11/5/02	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Ireland	 	225061	 	 6/9/2000	 	 
	CIT Group Inc.
	 	CIT	 	Israel	 	138660	 	 	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Israel	 	138659	 	 	 	 
	The CIT Group, Inc.
	 	CIT	 	Italy	 	974879	 	9/23/05	 	 
	The CIT Group, Inc.
	 	CIT Logo	 	Italy	 	974880	 	9/23/05	 	 
	CIT Group Inc.
	 	CIT	 	Japan	 	4766557	 	04/23/04	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Japan	 	4766556	 	04/23/04	 	 
	CIT Group Inc.
	 	CIT	 	Korea	 	4101144530000	 	03/28/05	 	 
	CIT Group, Inc.
	 	CIT (Stylized)	 	Korea	 	87299	 	06/13/03	 	 
	CIT Group Inc.
	 	CIT	 	Korea	 	4101503320000	 	6/22/07	 	 
	CIT Group
	 	CIT	 	Liechtenstein	 	12756	 	03/20/03	 	 
	CIT Group, Inc.
	 	CIT (Stylized)	 	Liechtenstein	 	12757	 	03/20/03	 	 
	CIT Group Inc.
	 	CIT	 	Malaysia	 	200214468	 	 	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Malaysia	 	200214469	 	11/21/02	 	 
	CIT Group, Inc.
	 	CIT	 	Mexico	 	422429	 	04/25/00	 	 
	CIT Group, Inc.
	 	CIT Logo	 	Mexico	 	715260	 	04/25/00	 	 
	CIT Group Inc.
	 	CIT	 	New Zealand	 	733938	 	6/14/07	 	 
	CIT Group Inc.
	 	CIT & Design	 	New Zealand	 	733939	 	6/14/07	 	 






Sched. 6-4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	      Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	      Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	CIT	 	New Zealand	 	643853	 	6/9/03	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	New Zealand	 	643854	 	6/9/03	 	 
	The CIT Group Inc.
	 	CIT	 	Poland	 	153405	 	06/02/04	 	 
	The CIT Group Inc.
	 	CIT (Stylized)	 	Poland	 	153404	 	06/02/04	 	 
	CIT Group Inc.
	 	CIT	 	Portugal	 	367708 MNA	 	10/21/04	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Portugal	 	367709 MNA	 	10/21/04	 	 
	CIT Group Inc.
	 	CIT	 	Russia	 	218125	 	 	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Russia	 	218126	 	 	 	 
	CIT Group Inc.
	 	CIT	 	Singapore	 	T0216497H	 	10/24/02	 	 
	CIT Group Inc.
	 	CIT	 	Singapore	 	T07/065881	 	 	 	 
	CIT Group Inc.
	 	CIT Logo (series of 2 color and black & white)	 	Singapore	 	T05/15867G	 	08/31/05	 	 
	The CIT Group, Inc.
	 	CIT (Stylized)	 	Singapore	 	1062272	 	5/17/00	 	 
	CIT Group Inc.
	 	CIT	 	Slovak Republic	 	207380	 	10/14/04	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Slovak Republic	 	197384	 	07/12/00	 	 
	The CIT Group, Inc.
	 	CIT	 	South Africa	 	200008966	 	05/10/00	 	 
	The CIT Group, Inc.
	 	CIT (Stylized)	 	South Africa	 	200008967	 	05/10/00	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Spain	 	23894490 M0	 	10/5/01	 	 
	CIT Group, Inc.
	 	CIT	 	Spain	 	2.513.051X	 	11/15/02	 	 
	CIT Group Inc.
	 	CIT	 	Sweden	 	363 662	 	10/31/03	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Sweden	 	363 663	 	10/31/03	 	 






Sched. 6-5









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	     Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	     Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group, Inc.
	 	CIT	 	Switzerland	 	538215	 	9/27/05	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Switzerland	 	487686	 	8/6/01	 	 
	CIT Group Inc.
	 	CIT	 	Switzerland	 	491830	 	11/22/01	 	 
	CIT Group, Inc.
	 	CIT and CIT (Stylized)	 	Taiwan	 	157781	 	02/01/02	 	 
	CIT Group, Inc.
	 	CIT (Stylized)	 	Taiwan	 	158520	 	02/16/02	 	 
	CIT Group Inc.
	 	CIT	 	Thailand	 	BOR21301	 	03/07/03	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Thailand	 	BOR21302	 	03/07/03	 	 
	CIT Group Inc.
	 	CIT	 	Turkey	 	200,305,555	 	03/13/03	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Turkey	 	200,305,554	 	03/13/03	 	 
	CIT Group Inc.
	 	CIT	 	United Kingdom	 	2435596A	 	02/22/08	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	United Kingdom	 	2435596B	 	02/22/08	 	 
	CIT Group Inc.
	 	CIT	 	USA	 	3261421	 	07/10/07	 	 
	CIT Group Inc.
	 	CAPITAL REDEFINED	 	USA	 	3334242	 	11/13/07	 	 
	CIT Group, Inc.
	 	CIT	 	USA	 	3291762	 	09/11/07	 	 
	CIT Group Inc
	 	CIT	 	USA	 	2766028	 	09/23/03	 	 
	CIT Group, Inc.
	 	CIT (Stylized)	 	USA	 	3291765	 	09/11/07	 	 
	CIT Group Inc.
	 	CIT DIGITALEDGE	 	USA	 	2865425	 	07/20/04	 	 
	CIT Group Inc.
	 	CIT logo	 	USA	 	2781012	 	11/11/03	 	 
	CIT Group Inc.
	 	CITCUSTOMEREDGE	 	USA	 	2,806,874	 	01/20/04	 	 
	CIT Group Inc.
	 	EDGEVIEW	 	USA	 	2738279	 	07/15/03	 	 






Sched. 6-6









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	Status
	     Record	 	 	 	 	 	Registration	 	Registration	 	(if not
	     Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	CIT Group Inc.
	 	PRACTICEFINANCE & Design	 	USA	 	3048331	 	01/24/06	 	 
	CIT Group Inc.
	 	Quality Digital Solutions	 	USA	 	3,008,052	 	10/18/05	 	 
	CIT Group Inc.
	 	Quality Digital Solutions	 	USA	 	78275645	 	07/17/03	 	 
	CIT Group, Inc.
	 	The CIT Group	 	USA	 	1448848	 	07/21/87	 	 
	CIT Group, Inc.
	 	The CIT Group (and design) — former bar style logo	 	USA	 	1452503	 	8/11/87	 	 
	CIT Group Inc.
	 	CIT EDUCATE	 	USA	 	2971722	 	07/19/05	 	 
	CIT Group Inc.
	 	CIT GROW	 	USA	 	2933697	 	03/15/05	 	 
	CIT Group Inc.
	 	CIT HEAL	 	USA	 	2933696	 	03/15/05	 	 
	CIT Group Inc.
	 	CIT INSPIRE	 	USA	 	2933695	 	03/15/05	 	 
	CIT Group Inc.
	 	CIT ROLL	 	USA	 	2938620	 	04/05/05	 	 
	CIT Group Inc.
	 	CIT SOAR	 	USA	 	2938619	 	04/05/05	 	 
	CIT Group Inc.
	 	CIT SUCCEED	 	USA	 	2911458	 	12/14/04	 	 
	CIT Group Inc.
	 	CIT TOTALSOURCE	 	USA	 	2506217	 	11/13/01	 	 
	CIT Group Inc.
	 	CITDIGITALEDGE	 	USA	 	2865425	 	08/13/02	 	 
	CIT Group Inc.
	 	SEE IT WITH CIT	 	USA	 	2910182	 	12/14/04	 	 
	CIT Group Inc.
	 	WE SEE WHAT YOU SEE	 	USA	 	2781786	 	11/11/03	 	 
	CIT Group Inc.
	 	CIT.COM	 	USA	 	2636270	 	10/15/02	 	 
	CIT Group Inc.
	 	PRACTICE FINANCE	 	USA	 	227432	 	09/14/99	 	 
	CIT Group Inc.
	 	CIT	 	Venezuela	 	SO24074	 	02/13/04	 	 
	CIT Group Inc.
	 	CIT (Stylized)	 	Venezuela	 	SO27129	 	04/15/05	 	 







Sched. 6-7









 








SCHEDULE 7

TO JOINDER AGREEMENT




LETTERS OF CREDIT



None.




Sched. 7-1





 









 








SCHEDULE 8A

TO JOINDER AGREEMENT




EXCLUDED SECURITIES ACCOUNTS



None.




Sched. 8A-1





 









 








SCHEDULE 9

TO JOINDER AGREEMENT




FOREIGN REGISTERED AIRCRAFT



None.




Annex 1-A-1